8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 1, 2011

IZEA Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-167960	37-1530765
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer  Identification No.)

150 N. Orange Avenue Suite 412 Orlando, FL	32801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (407) 674-6911

IZEA Holdings, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 23, 2011, we filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada (“Restated Articles”) to, among other things effect a reverse stock split of all our outstanding shares of common stock, par value $0.0001 per share (“Common Stock”) at a ratio of one (1) for five (5) (the “Original Reverse Split”).

On December 1, 2011, we filed a Certificate of Amendment with the Secretary of State of the State of Nevada (“Certificate”) to change the ratio of the Original Reverse Split from one (1) for five (5) to one (1) for ten (10) (the “Amended Reverse Split”). Immediately upon the Amended Reverse Split becoming effective, the shares of Common Stock outstanding prior to the Original Reverse Split (“Old Stock”) shall be converted at a ratio of one (1) for ten (10) into shares of fully-paid and non-assessable shares of Common Stock (“New Stock”).  Any owner of less than a single full share of New Stock shall be entitled to receive the next highest number of full shares of New Stock in lieu of such fractional interest.

On December 1, 2011, the Amended Reverse Split was approved by our board of directors and by the holders of an aggregate of 20,693,956 shares or approximately 54.8% of the outstanding shares of Common Stock.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The information set forth in Item 5.03 of this report is hereby incorporated by reference into this Item 5.07.

Item 8.01 Other Events.

On December 1, 2011, our board of directors established an Audit Committee, a Compensation Committee and a Nominating Committee and adopted the respective Committee Charters and a Code of Business Conduct and Ethics, copies of which are attached hereto as exhibits and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d)           Exhibits

3.1           Certificate of Amendment filed on December 1, 2011.

14.1         Code of Business Conduct and Ethics.

99.1         Audit Committee Charter.

99.2         Compensation Committee Charter.

99.3         Nominating Committee Charter.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 7, 2011	IZEA HOLDINGS, INC.
	By:	/s/ Edward H. Murphy
		Name: Edward H. Murphy
		Title:   Chief Executive Officer

EX-3.1

EX-14.1

CODE OF BUSINESS CONDUCT AND ETHICS

IZEA, INC.

_____________________________________________

Introduction

This Code of Business Conduct and Ethics (this “Code”) shall apply to all directors and officers of IZEA, Inc. (the “Company”, “we”, “us” or “our”) and is designed to provide guidance regarding the Company’s standards of integrity and business conduct.  Every director and officer of the Company is expected to adhere to the principles and procedures set forth herein.  The purpose of this Code is to promote:

· Honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent interest between personal and professional relationships;

· Conducting business with professional competence and integrity;

· Full, fair, accurate, timely and understandable disclosure;

· Compliance with applicable laws, rules and regulations;

· Prompt reporting of violations of this Code; and

· Accountability for adherence to this Code and to deter wrongdoing.

If a law conflicts with a policy in this Code, you must comply with the law.  If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment.

l.  Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built.  All directors and officers must respect and obey the laws, rules and regulations of the cities, states and countries in which we operate.  It is the personal responsibility of each individual to adhere to the standards and restrictions imposed by those laws, rules and regulations.  Any director or officer who is unfamiliar or uncertain about the legal rules involving the Company’s business conducted by him or her should consult with higher levels of management or the Company’s Chief Financial Officer before taking any actions that may jeopardize the Company or that individual.

2.  Professional Competence and Integrity

The Company is committed to deliver professional services in accordance with its policies and relevant technical and professional standards, to meet its contractual obligations, and to uphold its name and reputation.

3.  Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company.  A conflict situation can arise when a director or officer takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively.  Conflicts of interest may also arise when a director or officer, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company.  Loans to, or guarantees of obligations of, directors and officers and their family members may create conflicts of interest.

It is almost always a conflict of interest for an officer or director to work simultaneously for a competitor, customer or supplier.  You are not allowed to work for a competitor as a consultant or board member.  The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf.  Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the board of directors of the Company (the “Board”).  Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management.  Any officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of appropriate personnel.

4.  Related-Party Transactions

A related-party transaction is a business deal or arrangement between two parties who are joined by a special relationship prior to the deal. For example, a business transaction between a major stockholder and the Company, such as a contract for the stockholder’s company to perform renovations to the Company’s offices, would be deemed a related-party transaction. Public companies are required to disclose certain transactions with related parties such as executives, associates and their family members in their Annual Report on Form 10-K. While the great majority of related-party transactions are perfectly normal, the special relationship inherent between the involved parties creates potential conflicts of interest which can result in actions which benefit the people involved as opposed to the stockholders.

Related-party transactions are prohibited as a matter of Company policy, except under guidelines approved by the Board.  All related-party transactions must be approved in advance by the Audit Committee or, in the absence thereof, the Board.

5.  Insider Trading

Directors and officers who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose, except the conduct of our business.  All non-public information about the Company should be considered confidential information.  To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical, but also illegal.  If you have any questions, please consult the Chief Financial Officer, Donna Mackenzie at 407-674-6911.

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6.  Corporate Opportunities

Directors and officers are prohibited from taking for themselves personally (or directing to a third party) opportunities that are discovered through the use of corporate property, information or position without the consent of the Board.  No director or officer may use corporate property, information, or position for improper personal gain, and no director, officer or employee may compete with the Company directly or indirectly.  Directors and officers owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

7.  Competition and Fair Dealing

We seek to outperform our competition fairly and honestly.  Obtaining illegally proprietary information, possessing trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is prohibited.  Each director or officer should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees.  No director or officer should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers.  No gift or entertainment should ever be offered, given, provided or accepted by any director or officer, family member of the individual or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations.  Please discuss with appropriate personnel any gifts or proposed gifts that you are not certain are appropriate.

8.  Discrimination and Harassment

The diversity of the Company’s directors and officers is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind.  Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

9.  Health and Safety

The Company strives to provide each employee with a safe and healthy work environment.  Each director and officer has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted.  Directors and officers should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol.

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10.  Record-Keeping

The Company requires honest and accurate recording and reporting of information, including time sheets, sales records and expense reports, in order to make responsible business decisions.  For example, only the true and actual number of hours worked should be reported.

Many directors and officers regularly use business expense accounts, which must be documented and recorded accurately.  If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood.  This applies equally to e-mail, internal memoranda, and formal reports.  Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Company’s legal counsel.

11.  Confidentiality

Directors and officers must maintain the confidentiality of confidential information entrusted to them by the Company or its customers and suppliers, except when the Company authorizes disclosure of such confidential information or laws or regulations require disclosure of such confidential information.  Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers and suppliers, if disclosed.  It also includes information that suppliers and customers have entrusted to us.  The obligation to preserve confidential information continues even after employment ends.

12.  Protection and Proper Use of Company Assets

All directors and officers should endeavor to protect the Company’s assets and ensure their efficient use.  Theft, carelessness, and waste have a direct impact on the Company’s profitability.  Any suspected incident of fraud or theft should be immediately reported for investigation.  Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation of directors and officers to protect the Company’s assets includes its proprietary information.  Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports.  Unauthorized use or distribution of this information would violate Company policy.  It could also be illegal and result in civil or even criminal penalties.

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13.  Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business.  It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel.  The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense.  State and local governments, as well as foreign governments, may have similar rules.  The Company’s legal counsel can provide guidance to you in this area.

14.  Disclosure

Each director or officer involved in the Company’s disclosure process, including the Chief Executive Officer and all senior financial officers, including the chief financial officer and principal accounting officer, is required to be familiar with and comply with the Company’s internal reporting practices.  This includes the Company’s disclosure controls and procedures and internal controls over financial reporting, to the extent relevant to his or her area of responsibility.  Additionally, such persons must ensure that the Company’s public reports and documents comply in all material respects with the applicable federal securities laws. Supervisory personnel should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

Each director or officer who is involved in the Company’s disclosure process must:

· Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company;

· Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators and self-regulatory organizations; and

· Properly review and critically analyze proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others).

15.  Reporting any Illegal or Unethical Behavior

Directors and officers are required to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation.  Failure to report such existing or potentially wrongful behavior is itself a violation of this Code.  It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees.  Directors and officers are expected to cooperate in internal investigations of misconduct.

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The Board shall take all appropriate action to investigate any reported violations of this Code.  If a violation has occurred, the Company will take such appropriate disciplinary or preventive action, after consultation by the Board, in the case of director or officer, or the Audit Committee, or another committee of the Board, in the case of any other employee.

16.  No Retaliation

The Company is committed to protecting individuals against retaliation.  The Company will not tolerate any retaliation against any person who provides information in good faith to a Company or law enforcement official concerning a possible violation of any law, regulation or this Code.  Any director or officer who violates this rule may be subject to civil, criminal and administrative penalties, as well as disciplinary action, up to and including termination of employment.

17.  Amendments and Waivers of the Code of Business Conduct and Ethics

This Code may be amended or modified only by the Board.  Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or FINRA.

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EX-99.1

IZEA, INC.

AUDIT COMMITTEE CHARTER

Purpose

The role of the Audit Committee is to assist the Board of Directors (the “Board”) of IZEA, Inc. (the “Company”) in fulfilling its oversight responsibilities related to:

· the accounting, reporting, and financial practices of the Company and its subsidiaries, including the integrity of the Company’s financial statements;

· the surveillance of administration, disclosure and financial controls;

· the Company’s compliance with legal and regulatory requirements;

· the Company’s monitoring and enforcement of its Code of Business Conduct and Ethics;

· the qualifications and independence of any independent auditor of the Company; and

· the performance of the Company’s internal audit function and the Company’s independent auditor(s).

The Audit Committee shall also prepare the report required by the rules of the SEC to be included in the Company’s annual proxy statement.

Composition

The Audit Committee shall be comprised of at least three directors each of whom (i) is “independent” under the rules of the NASDAQ Stock Market LLC, except as provided by NASDAQ Rule 4350(d), and the Sarbanes-Oxley Act of 2002, and the rules promulgated thereunder, (ii) does not accept any consulting fee, advisory or other compensatory fee from the Company other than in his or her capacity as a member of the Board, and (iii) is not an “affiliate” of the Company or any subsidiary of the Company, as such term is defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Act”).  Members of the Audit Committee shall be appointed by the Board upon the recommendation of a majority of the independent directors and may be removed by the Board in its discretion.  All members of the Audit Committee must be able to read and understand financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) at the time of their appointment. In addition the Audit Committee must have at least one committee member that meets the requirements of an “Audit Committee Financial Expert,” as such term is defined in Item 401(e) of Regulation S-B and Item 401(h) of Regulation S-K.

Notwithstanding the immediately preceding paragraph, one director who is not “independent” under the rules of the NASDAQ Stock Market LLC, who does not accept any consulting, advisory or other compensatory fee from the Company other than in his or her capacity as a member of the Board, who is not an “affiliate” of the Company or any subsidiary of the Company, as such term is defined in Rule 10A-3 under the Act, and who is not a current officer or employee, or a spouse, parent, child, sibling, whether by blood, marriage or adoption, or a person who has the same residence as any current officer or employee may be appointed to the Audit Committee if the Board, under exceptional and limited circumstances, shall have determined that such person’s membership on the Audit Committee is required by the best interests of the Company and its stockholders, and the Board discloses, in the next annual meeting proxy statement or Annual Report subsequent to such determination, the nature of the relationship, and the reasons for the determination.  Any such member appointed to the Audit Committee may only serve up to two years and may not chair the Audit Committee.

Members of the Committee shall serve at the pleasure of the Board and may be removed at the Board’s sole and absolute discretion.  Members shall serve until their successors shall be duly elected and qualified.  The Committee’s chairperson shall be designated by the full Board or, if the Board does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee.

Meetings

The Audit Committee shall meet as often as it determines but no less than once per quarter, either in person or telephonically, and at such times and places as the Audit Committee shall determine. The Audit Committee should have unrestricted access to and meet regularly with each of management, the principal internal auditor of the Company and the principal outside auditing firm to discuss any matters that the Audit Committee or either of these groups believes should be discussed. In addition, the Audit Committee or its chairperson should meet with the independent auditors and management quarterly to review the Company’s financial statements.

The chairperson of the Committee will preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each meeting.  The chairperson will ensure that the agenda for each meeting is circulated in advance of the meeting.  The Committee shall keep minutes of each of its meetings and report its actions and any recommendations to the Board after each of the Committee’s meetings.

The Committee meetings will be governed by the quorum and other procedures generally applicable to meetings of the Board under the Company’s bylaws, unless otherwise stated in the bylaws or by resolution of the Board or the Committee.  The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate.

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Relationship with Independent Accountants

The Audit Committee shall be directly responsible, in its capacity as a committee of the Board, for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. In this regard, the Audit Committee shall have the sole authority to (A) appoint and retain, (B) determine the funding for, and (C) when appropriate, terminate the outside auditing firm, which shall report directly to the Audit Committee. The Audit Committee will be responsible for resolving any disputes between the outside auditing firms and the Company’s management.

Responsibilities and Duties

To fulfill its responsibilities and duties the Audit Committee shall:

A.           Financial Reporting Processes and Documents/Reports Review

1.           Evaluate annually the performance of the Audit Committee and the adequacy of the Audit Committee charter.

2.           Review and discuss with the independent auditor(s): (A) the scope of the audit, the results of the annual audit examination by the auditor and any accompanying management letters, and any difficulties the auditor encountered in the course of their audit work, including any restrictions on the scope of the outside auditing firm’s activities or on access to requested information, and any significant disagreements with management; (B) any reports of the outside auditing firms with respect to interim periods, as deemed appropriate by the Audit Committee; and (C) any other matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit.

3.           Review and discuss with management and the independent auditor(s) the annual audited and quarterly unaudited financial statements of the Company, including (A) an analysis of the auditor’s judgment as to the quality of the Company’s accounting principles, setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; (B) the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including the development, selection and reporting of accounting policies that may be regarded as critical; and (C) major issues regarding the Company’s accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles and financial statement presentations.

4.           Obtain assurance from the independent auditor that it has reviewed the Company’s quarterly financial reports within the meaning of the procedures set forth in Statement on Auditing Standards No. 100 prior to the filing of the Company’s Form 10-Q for each quarter.

5.           Recommend to the Board whether the financial statements should be included in the Annual Report on Form 10-K.

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6.           Review all press releases and publicly-distributed information of a financial nature prior to dissemination.

7.           Evaluate whether management is setting the appropriate tone at the top by communicating the importance of strong control systems.

8.           Review and discuss the adequacy of the Company’s internal controls, any significant deficiencies and material weaknesses in internal controls, and any significant changes in such controls with the Company’s independent auditors, internal auditors and management, and the adequacy of disclosures about changes in internal control over financial reporting.

9.           Review with the Company’s independent auditors, internal auditors and management the adequacy and effectiveness of the Company’s information management systems.

10.           Periodically review and discuss with the Company’s principal internal auditor the scope of the internal audit plan, results of the audits conducted by the Company’s internal auditors, inclusive of findings, recommendations, management’s response and any significant difficulties encountered during the course of the audit.

11.           Periodically review and discuss the adequacy and effectiveness of the Company’s disclosure controls and procedures and management reports thereon.

12.           Review disclosures made to the Audit Committee by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process for the Form 10-K and 10-Q, about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.  Review and discuss with management (including the senior internal audit executive) and the independent auditor the Company’s internal controls report and the independent auditor’s attestation of the report, if required, prior to the filing of the Company’s Form 10-K.

13.           Review and timely discuss with management and the principal outside auditors any material financial or non-financial arrangements of the Company which do not appear on the financial statements of the Company.

14.           Discuss with management any matters that could have a material impact on the Company’s financial statements.

15.           Review annually reports of fees for audit, non-audit and legal fees for services rendered.

16.           Review and discuss with the independent auditors their report regarding (A) all critical accounting policies and practices to be used; (B) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management officials of the Company, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the principal independent auditors; and (C) other material written communications between the independent auditors and Company management, such as any management letter comments and schedule of unadjusted differences.

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17.           Review any material off-balance sheet transactions, arrangements and obligations (including contingent obligations) and any other relationships of the Company with unconsolidated entities that may have a current or future material effect on the Company’s financial statements.

18.           Review with financial management and the principal outside auditing firm the Company’s filings with the SEC prior to their filing or prior to the release of earnings reports. Discuss with management the Company’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies.  Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).  The Chair of the Audit Committee may represent the entire Audit Committee for purposes of this review.

19.           Discuss with management and the independent auditor the effect of regulatory and accounting initiatives on the Company’s financial statements.

20.           Ensure that a public announcement of the Company’s receipt of an audit opinion that contains a going concern qualification is made promptly.

21.           Meet at least annually with the Chief Financial Officer and the independent auditor in separate executive sessions.

B.           Independent Accountants

1.           Approve in advance all auditing services and internal control-related services to be provided by the principal outside auditing firm, including any written engagement letter related thereto.

2.           Establish policies and procedures for the engagement of the principal outside auditing firm to provide permissible non-audit services, which shall require preapproval by the Audit Committee of all permissible non-audit services to be provided by the outside auditing firm (other than with respect to de minimis exceptions described in Section 10A(i)(1)(B) of the Act that are approved by the Audit Committee prior to the completion of the audit). Ensure that approval of non-audit services are disclosed to investors in periodic reports required by Section 13(a) of the Act.

3.           Review all reports required to be submitted by the independent auditors to the Audit Committee under Section 10A of the Act with respect to critical accounting policies and practices, alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, and other material communications with management.

4.           Have the authority to grant preapproval of audit and non-audit services that may be delegated to one or more designated members of the audit committee who are independent directors. Any such delegation shall be presented to the full Audit Committee at its next scheduled meeting.

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5.           Consider, at least annually, the independence of the principal outside auditing firm, including whether the outside auditing firm’s performance of permissible non-audit services is compatible with the auditor’s independence; obtain and review a written report by the outside auditing firm describing any relationships between the outside auditing firm and the Company or any relationships between the outside auditing firm and the Company or any other relationships that may adversely affect the independence of the auditor; discuss with the outside auditing firm any disclosed relationship or services that may impact the objectivity and independence of the auditor; and present to the Board the Audit Committee’s conclusions with respect to the independence of the outside auditing firm.

6.           Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company’s response to such letter.  Such review should include:

A. any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information;

B. any changes required in the planned scope of the internal audit; and

C. the financial and accounting department responsibilities, budget and staffing;

7.           Review annually a report by the independent auditors describing: (i) the independent auditors’ internal quality-control procedures; and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with such issues.

8.           Ensure rotation of the audit partners as required by law.

9.           Review the experience and qualifications of the senior members of the independent auditor team and the quality control procedures of the independent auditors.

10.           Establish policies for the hiring of employees and former employees of the outside auditing firm.

C.           Outside Advisors

1.           The Audit Committee shall have the authority to retain such outside counsel, accountants, experts and other advisors as it determines appropriate to assist the Audit Committee in the performance of its functions. The Audit Committee shall have sole authority to approve related fees and retention terms and shall receive funding for these appointments and ordinary administrative expenses from the Company.

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D.           Oversight of the Company’s Internal Audit Function

1.           Review the appointment and replacement of the senior internal auditing executive.

2.           Review the significant reports to management prepared by the internal auditing department and management’s responses.

3.           Discuss with the independent auditor and management the internal audit department responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit.

E.           Ethical and Legal Compliance

1.           Review and update periodically the Code of Business Conduct and Ethics and ensure that management has established a system to enforce the Code of Business Conduct and Ethics.

2.           Review and address any notifications regarding violations of the Company’s Code of Ethics and Business Conduct.

3.           Approve, if the duty is not delegated to a comparable body of the Board, all related party transactions, which refers to transactions required to be disclosed under Item 404 of Regulation S-K or Item 404 of Regulation S-B, as the case may be.

4.           Review with the Company’s counsel any legal, tax or regulatory matter that could have a significant impact on the Company’s financial statements.

5.           Establish procedures for the receipt, retention, treatment and communication to the Audit Committee of complaints received by the Company regarding violations of the Code of Business Conduct and Ethics (including suspected fraud), accounting, internal accounting controls or auditing matters.

6.           Establish procedures for the confidential, anonymous submission by employees of concerns, including concerns regarding questionable accounting or auditing matters.

7.           Approve all material related party transactions.

8.           Obtain from the independent auditor assurance that Section 10A(b) of the Act has not be implicated.

9.           Perform any other activities consistent with this Charter, the Company’s bylaws and governing law, as the Audit Committee or the Board deems necessary or appropriate.

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Limitation of Audit Committee’s Role

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor. Further, it is not the duty of the Audit Committee to conduct investigations or to ensure the Company and its employees comply with laws and regulations or the Company’s Code of Business Conduct and Ethics.

Adopted by Resolution of the Board of Directors

December 1, 2011

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EX-99.2

IZEA, INC.

COMPENSATION COMMITTEE CHARTER

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A. Purpose

The primary purposes of the Compensation Committee (the “Committee”) of IZEA, Inc. (the “Company”) are to (i) assist the Board of Directors (the “Board”) in discharging its responsibilities with respect to compensation and benefits of the Company’s executive officers and directors, (ii) produce an annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with the applicable rules and regulations, if required thereby, and (iii) administer the Company’s stock option plans.

B. Committee Membership and Qualifications

The Committee shall consist of no fewer than two persons, each of whom shall be a member of the Board.  Each member of the Committee shall qualify as an independent director under the rules of the NASDAQ Stock Market LLC, except as provided by NASDAQ Rule 4350(d), and the Sarbanes-Oxley Act of 2002, and the rules promulgated thereunder.  In addition, all Committee members shall be independent and qualified to serve on the Committee under Rule 16b-3 issued pursuant to the Securities Exchange Act of 1934, as amended, and applicable regulations under Section 162(m) of the Internal Revenue Code of 1986, as amended.

Committee members shall be elected by the Board at a meeting of the Board; members shall serve until their successors are duly elected and qualified.  The Board may, at any time, remove any member of the Committee and fill the vacancy created by such removal.  The Committee’s chairman shall be designated by the full Board, comprising a majority of independent directors, or the full Committee.

C. Meetings

The Committee shall meet in person, telephonically or otherwise at least twice during each fiscal year.  The Committee may also hold special meetings or act by unanimous written consent, as may be required.

The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee; provided, however, that the chief executive officer may not be present during any discussions or deliberations of the Committee regarding the chief executive officer’s compensation.

The chairperson of the Committee will preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each meeting.  The chairperson will ensure that the agenda for each meeting is circulated in advance of the meeting.  The Committee shall keep minutes of each of its meetings and conference calls and report its actions and any recommendations to the Board after each of the Committee’s meeting.

The Committee meetings will be governed by the quorum and other procedures generally applicable to meetings of the Board under the Company’s bylaws, unless otherwise stated in the bylaws or by resolution of the Board or the Committee.  The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate.

D. Committee Authority and Responsibilities

The Committee’s authority and responsibilities shall be as provided in this Section D. Notwithstanding the foregoing, where permitted by and subject to compliance with applicable law, rule or regulation, including, without limitation, the rules and regulations of the United States Securities and Exchange Commission or NASDAQ Stock Market LLC, an alternate group of directors may also, but not to the exclusion of the Committee, exercise the authority or undertake the responsibilities provided for in this Section D.

1. Executive Officer Compensation.  Review and approve on an annual basis the corporate goals and objectives with respect to the compensation for the Company’s Chief Executive Officer and other executive officers.  The Committee shall evaluate at least once a year the chief executive officer and other executive officers’ performance in light of these established goals and objectives and based upon these evaluations shall recommend to the full Board the chief executive officer and other executive officers’ annual compensation, including salary, bonus, incentive and equity compensation.  In reviewing and recommending the compensation of the chief executive officer and other executive officers, the Committee may consider the compensation awarded to officers of similarly situated companies, the Company’s performance, the individuals’ performance, compensation given to the Company’s officers in past years or any other fact the Committee deems appropriate.  The chief executive officer shall not be permitted to participate in any discussions or processes concerning his compensation, but may participate in a non-voting capacity in discussions or processes concerning the compensation of other executive officers.

2. Compensation Policies and Performance Review.  Develop and periodically assess the Committee’s compensation policies applicable to the Company’s executive officers and directors, including the relationship of corporate performance to executive compensation.

3. Competitiveness Evaluation.  Periodically review and advise the Board concerning both regional and industry-wide compensation practices and trends in order to assess the adequacy and competitiveness of the Company’s compensation programs for the Chief Executive Officer, other executive officers and directors relative to comparable companies in the Company’s industry.

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4. Compensation Plan Awards.  Approve stock option grants and other equity-based or incentive awards under the Company’s stock and incentive compensation plans, including any performance criteria relating to the plans or awards, and otherwise assist the Board in administering awards under these plans.  Such duties may include, but not be limited to, approving issuances of equity pursuant to tax qualified, non-discriminatory benefit plans and to new employees as an inducement to hiring, where such issuances are not otherwise approved or to be approved by shareholders.

5. Stock and Incentive Plans.  Review and administer the Company’s stock and incentive compensation plans and recommend changes in such plans to the Board, as needed.  The Committee shall establish criteria for the granting of options to executive officers and other employees and review and approve the granting of options in accordance with such criteria, to the extent that such matters are not otherwise subject to shareholder approval under applicable law or the rules of the NASDAQ Stock Market LLC.

6. Significant Officer Contracts.  Review and approve significant employment agreements, arrangements or transactions with executive officers, including any arrangements having any compensatory effect or purpose.

7. Director Compensation.  Review and recommend to the Board appropriate director compensation programs for service as directors, committee chairs and committee members.

8. D&O Insurance.  Review and establish appropriate coverage for the Company’s D&O insurance.

9. Annual Performance Review.  Evaluate the Committee’s performance on an annual basis, including compliance by the Committee with this Charter.

10. Periodic Charter Review.  Periodically review the adequacy of this Charter and recommend any proposed changes to the Board for approval.

E. Committee Resources

The Committee shall have the authority to obtain advice and seek assistance from consultants, legal counsel, accounting or other advisors as appropriate to perform its duties hereunder and to determine the terms, costs and fees for such engagements. Without limitation, the Committee shall have the authority to retain or terminate any consulting firm used to evaluate director, Chief Executive Officer or other executive compensation, and to determine and approve the terms of engagement and the fees and costs for such engagements. The fees and costs of any consultant or advisor engaged by the Committee to assist in it in performing any duties hereunder shall be borne by the Company.

Adopted by Resolution of the Board of Directors

December 1, 2011

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EX-99.3

IZEA, INC.

CHARTER OF THE NOMINATING COMMITTEE

A.      Purpose

The purpose of the Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of IZEA, Inc. (the “Company”) will be to (i) identify, review and evaluate candidates to serve on the Board; (ii) serve as a focal point for communication between Board candidates, non-committee Board members and the Company’s management; (iii) recommend such candidates to the Board; and (iv) monitor a process to assess Board effectiveness and develop and implement the Company’s corporate procedures and policies.

B.      Organization

The Committee shall consist of two or more directors, each of whom shall satisfy the applicable independence requirements of the NASDAQ Stock Market LLC and any other regulatory requirements.

The Committee members shall be elected by the Board, shall serve at the pleasure of the Board and may be removed at the Board’s sole discretion; members shall serve until their successors shall be duly elected and qualified. The Committee’s chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a Chairman by vote of a majority of the full Committee.

The Committee may form and delegate authority to subcommittees when appropriate.

C.      Meetings

The Committee will meet no less than two times a year. Special meetings may be convened as required. The chairperson of the Committee will preside at each meeting and, in consultation with the other members of the Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The chairperson of the Committee shall ensure that the agenda for each meeting is circulated to each Committee member in advance of the meeting.  The Committee shall keep minutes of each of its meetings and conference calls and report its actions and any recommendations to the Board after each of the Committee’s meeting.

The Committee meetings will be governed by the quorum and other procedures generally applicable to meetings of the Board under the Company’s bylaws, unless otherwise stated in the bylaws or by resolution of the Board or the Committee.

D.      Duties and Responsibilities

The Committee has the following duties:

1. Identify potential candidates for membership on the Board;

2. Gather information on such candidates, conduct inquiries into the backgrounds and qualifications of such candidates, and conduct interviews and meetings with such candidates or their references;

3. Considering any qualified candidate for an open Board position timely submitted to the Committee by any security holder of the Company entitled to vote in an election of Directors (consistent with the Company’s charter, bylaws, and any criteria or procedures that the Board or this Committee shall approve);

4. Make recommendations to the Board regarding the composition and size of the Board, with the goal of ensuring that the Board has the proper expertise and its membership consists of persons with sufficiently diverse backgrounds;

5. Make recommendations to the Board with regard to the criteria for selection of Board members;

6. Assist the Board in planning for continuity on the Board as existing Board members retire or rotate off the Board;

7. Review and recommend to the Board an appropriate course of action upon the resignation of current Board members;

8. Identifying potential candidates for, and making recommendations to, the full Board with respect to potential successors to the Company’s Chief Executive Officer;

9. Overseeing the evaluation of management’s performance and the Board’s and Board committees’ performance, including conducting an annual self-evaluation of the Committee;

10. Formulating procedures for security holders to send communications to the Board;

11. Formulating and recommending to the Board for adoption a policy regarding attendance of directors at annual meetings of the Company’s shareholders;

12. Developing and recommending to the Board any revision to the Company’s corporate governance policies or procedures;

13. Recommend to the Board persons to be members of Board committees;

14. To the extent the Committee deems necessary or appropriate, obtain advice and assistance from any executive search firm, internal or external legal, accounting or other advisors in connection with the performance of its duties and responsibilities; and

15. Endeavoring to evaluate at least annually whether any change to this Charter is necessary or appropriate;

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16. Performing any other activity consistent with this Charter and the Company’s bylaws or as required under the rules and regulations of the Securities and Exchange Commission and NASDAQ Stock Market LLC, as in effect from time to time, pertaining to the nomination of directors or the administration of corporate governance by the Board.

Adopted by Resolution of the Board of Directors

December 1, 2011

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