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Preliminary Proxy Statement
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Confidential, for Use of the SEC Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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[X]
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Definitive Additional Materials
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Soliciting Material Pursuant to 14a-12
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1.
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Title of each class of securities to which transaction
applies:
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2.
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Aggregate number of securities to which transaction
applies:
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3.
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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.
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Proposed maximum aggregate value of transaction:
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5.
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Total fee paid:
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1.
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Amount Previously Paid:
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2.
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Form, Schedule or Registration Statement No.:
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3.
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Filing Party:
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4.
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Date Filed:
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Name and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Stock Awards
($) (1)
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All Other Compensation ($)
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Total
($)
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Randall
K. Fields
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2019
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915,590(2)
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450,000(3)
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130,816(4)
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1,496,406
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Chief Executive Officer and Chairman of the Board
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2018
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905,494(2)
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350,000(3)
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135,240(4)
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1,390,734
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John
R. Merrill
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2019
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219,791
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50,000
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14,583
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284,374
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Chief Financial Officer
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2018
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16,667
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16,667
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Edward
L. Clissold
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2019
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185,000
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185,000
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General Counsel and Corporate Secretary, former Chief Financial
Officer
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2018
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183,541
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48,481
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232,022
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Former Named Executive Officers
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Todd Mitchell (5)
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2019
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225,000
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225,000
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Former Chief Financial Officer
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2018
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225,000
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128,893
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353,893
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(1)
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Stock awards consist solely of shares of restricted Common Stock.
Amounts shown do not reflect compensation actually received by the
Named Executive Officer. Instead, the amounts shown are the
compensation costs recognized by the Company during the fiscal year
for stock awards as determined pursuant to FAS 123R.
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(2)
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On July 1, 2017, the Company and Mr. Fields and Fields Management,
Inc. (“FMI”),
a management company wholly owned by Mr. Fields, entered into an
amended Employment Agreement and an amended Service Agreement,
respectively. The year-over-year change in Mr. Fields’
salary, bonus and other compensation are a result of terms in the
amended agreements. See “Employment Agreements” below
for a more detailed description of Mr. Fields’ amended
Employment Agreement and FMI’s amended Service
Agreement.
$823,176 and $823,176 of Mr. Fields’ cash compensation during
2019 and 2018, respectively, was paid to FMI pursuant to the terms
and conditions of the Service Agreement in effect during the
applicable period.
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(3)
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The terms and conditions of the amended Employment Agreement
by and between Mr. Fields and the Company, first dated June 30,
2013 and amended on July 1, 2017, and the amended Services
Agreement, by and between FMI and the Company, first dated June 30,
2013 and amended on July 1, 2017, provide for an incentive bonus to
be paid to Mr. Fields at the discretion of the Compensation
Committee and upon approval by the Board, based upon the
Company’s achievement of certain performance goals. Upon
recommendation of the Compensation Committee, the Board
approved a $350,000 and $450,000 bonus to Mr. Fields for
performance for the years ending June 30, 2018 and June 30, 2019,
respectively. The amounts granted reflect successful completion of
certain business objectives.
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(4)
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These amounts include premiums paid on life insurance policies of
$73,416 and $73,416 for 2019 and 2018, respectively; computer
related expenses of $6,000 for each of 2019 and 2018; Company car
related expenses of $14,400 and $18,720 for 2019 and 2018,
respectively; medical premiums of $25,000 and $25,104 for 2019 and
2018, respectively; and reimbursement for certain accounting
services of $12,000 for each of 2019 and 2018.
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(5)
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Effective May 15, 2019, Mr. Mitchell resigned from his position as
Chief Financial Officer.
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PARK CITY GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
2019 ANNUAL MEETING OF STOCKHOLDERS – NOVEMBER 11, 2019 AT
9:00 A.M. MST
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CONTROL ID:
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REQUEST ID:
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The undersigned revokes all previous proxies and constitutes and
appoints Randall K. Fields and Edward L. Clissold, and each of
them, the true and lawful agent and proxy with full power of
substitution in each, to represent and to vote on behalf of the
undersigned all of the shares of Park City Group, Inc. (the
“Company”) which the undersigned is entitled to vote
at the Company’s 2019 Annual Meeting of Stockholders (the
“Annual
Meeting”), to be held at
the Company’s corporate offices located at 5282 South
Commerce Drive, Suite D292, Murray, Utah on November 11, 2019 at
9:00 A.M. MST, and at any adjournment(s) or postponement(s)
thereof, on the following Proposals at the Annual Meeting, each of
which are more fully described in the Proxy Statement for the
Annual Meeting (receipt of which is hereby
acknowledged).
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
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VOTING INSTRUCTIONS
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If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
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MAIL:
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Please mark, sign, date, and return this Proxy Card promptly using
the enclosed envelope.
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FAX:
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Complete the reverse portion of this Proxy Card and Fax to
(202)
521-3464.
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INTERNET:
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https://www.iproxydirect.com/PCYG
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PHONE:
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(866) 752-VOTE(8683)
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2019 ANNUAL MEETING OF THE STOCKHOLDERS OFPARK CITY GROUP,
INC.
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE: ☒
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Proposal No. 1
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FOR ALL
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WITHHOLD
ALL
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FOR ALL
EXCEPT
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Election of Directors, each for a term of one year:
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☐
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☐
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Randall K. Fields
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☐
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Robert W. Allen
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☐
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CONTROL ID:
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Ronald C. Hodge
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☐
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REQUEST ID:
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William S. Kies, Jr.
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☐
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Peter J. Larkin
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☐
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Proposal No. 2
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FOR
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AGAINST
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ABSTAIN
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Approval, on an advisory basis, the compensation paid to our named
executive officers as disclosed in this proxy statement
(“Say-on-Pay”).
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☐
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☐
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☐
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Proposal No. 3
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EVERY YEAR
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EVERY TWO YEARS
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EVERY THREE YEARS
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ABSTAIN
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Approval, on an advisory basis, of the frequency of future
Say-on-Pay votes (“Say-on-Frequency”).
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☐
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☐ ☐ ☐
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Proposal No. 4
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FOR
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AGAINST
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ABSTAIN
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Ratification of Haynie & Company as our independent registered
public accounting firm for the fiscal year ending June 30,
2020.
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☐
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☐ ☐
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Proposal No. 5
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FOR
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AGAINST
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ABSTAIN
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To transact other business that may properly come before the Annual
Meeting or any adjournments or postponements thereof.
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☐
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☐ ☐
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MARK “X” HERE IF YOU PLAN
TO ATTEND THE MEETING: ☐
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED “FOR ALL” ON PROPOSAL
NO. 1, “FOR” PROPOSALS NO. 2 AND 4, AND FOR
“EVERY THREE YEARS” ON PROPOSAL NO. 3, EACH OF WHICH
HAVE BEEN PROPOSED BY OUR BOARD, AND IN THE DISCRETION OF THE PROXY
HOLDER UPON OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING.
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MARK HERE FOR ADDRESS CHANGE ☐ New Address (if applicable):
____________________________________________________________________________________
IMPORTANT: Please sign exactly
as your name(s) appear on this Proxy. When shares are held jointly,
each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by a
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by the authorized
person.
Dated: ________________________, 2019
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(Print Name of Stockholder and/or Joint Tenant)
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(Signature of Stockholders)
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(Second Signature if held jointly)
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