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. 1)
Filed by a Party
other than the Registrant ☐
Check the
appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
☐
Definitive Proxy Statement
☑
Definitive Additional Materials
☐
Soliciting Material under Rule 14a-12
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Growlife, 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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Payment of Filing
Fee (Check the appropriate box):
☑ No
fee required
☐ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction
applies:
(2) Aggregate
number of securities to which transaction applies:
(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):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
☐ 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:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
Explanatory Note
This Amendment No. 1 (“Amendment No. 1”) is filed to
amend the Schedule 14A Definitive Additional Materials as filed on
August 17, 2017 (the “Original Filing”) by GrowLife,
Inc. (the “Company”). This Amendment No. 1 is filed to
correct an inadvertent misstatement of the time at which the
Company’s 2017 Annual Meeting of Stockholders (the
“Annual Meeting”) will begin and to amend the voting
recommendations. The Company’s Annual Meeting will begin at
3:00 p.m. local time. Pursuant to this Amendment No. 1, all
references in the Original Filing, including in the Notice
Regarding Internet Availability of Proxy Materials and proxy card
included therein, are hereby modified to reflect a start time for
the Annual Meeting of 3:00 p.m. local time and to amend the voting
recommendations. Neither the date nor the location of the Annual
Meeting have changed. The Annual Meeting will take place on Monday,
October 23, 2017 at 3:00 p.m., local time, at our headquarters at
5400 Carillon Point, Kirkland, WA 98033.
Except as specifically discussed in this Explanatory Note, this
Amendment No. 1 does not otherwise modify or update any other
disclosures presented in the Original Filing. In addition, except
as specifically discussed in this Explanatory Note, this Amendment
No. 1 does not reflect events occurring after the date of the
Original Filing or modify or update disclosures that may have been
affected by subsequent events.
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GROWLIFE, INC.
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CONTROL ID:
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REQUEST ID:
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IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Annual Meeting of
Stockholders
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DATE:
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October 23, 2017
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TIME:
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3:00 p.m. Local Time
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LOCATION:
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5400 Carillon Point, Kirkland, WA 98033
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HOW TO REQUEST PAPER COPIES OF OUR MATERIALS
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PHONE:
Call toll free
1-866-752-8683
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FAX:
Send this card to
202-521-3464
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INTERNET:
https://www.iproxydirect.com/PHOT
and follow the on-screen instructions.
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EMAIL:
proxy@iproxydirect.com
Include your Control ID in your email.
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This communication represents a notice to access a more complete
set of proxy materials available to you on the Internet. We
encourage you to access and review all of the important information
contained in the proxy materials before voting. The proxy statement
is available at: https://www.iproxydirect.com/PHOT
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If you want to receive a paper copy of the proxy materials you must
request one. There is no charge to you for requesting a copy. To
facilitate timely delivery please make the request, as instructed
above, before October 12, 2017.
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you may enter your voting instructions at https://www.iproxydirect.com/PHOT until
11:59 pm eastern time October 22, 2017.
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The purposes of this meeting are as follows:
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1.
To elect four nominees to serve on the Board until the 2018 Annual
Meeting of Stockholders”);
2.
To adopt and approve the 2017 Stock Incentive Plan;
3.
To approve an amendment to the Company’s Certificate of
Incorporation to increase the authorized shares of common stock
(“Common Stock”) from 3,000,000,000 to
6,000,000,000;
4.
To ratify the appointment of SD Mayer and Associates, LLP of
Seattle, Washington as the Company’s independent registered
public accounting firm for the fiscal years ending December 31,
2016 and 2017;
5.
To approve, on a non-binding advisory basis, the compensation paid
to the Company’s named executive officers;
6.
To vote, on a non-binding advisory basis, on the frequency (i.e.,
every one, two, or three years) of holding an advisory shareholder
vote to approve the compensation paid to the Company’s named
executive officers; and
7.
To transact such other business that may properly come before the
Annual Meeting and at any adjournments thereof.
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PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULES, YOU ARE
RECEIVING THIS NOTICE THAT THE PROXY MATERIALS FOR THE ANNUAL
MEETING ARE AVAILABLE ON THE INTERNET. FOLLOW THE INSTRUCTIONS
ABOVE TO VIEW THE MATERIALS AND VOTE OR REQUEST PRINTED
COPIES.
THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON SEPTEMBER
1, 2017 AS THE RECORD DATE FOR THE DETERMINATION OF STOCKHOLDERS
ENTITLED TO RECEIVE NOTICE OF THE ANNUAL MEETING AND TO VOTE THE
SHARES OF OUR COMMON STOCK, PAR VALUE $.0001 PER SHARE, THEY HELD
ON THAT DATE AT THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT OF
THE MEETING.
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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR
ALL” FOR PROPOSAL 1, “FOR” PROPOSAL 2-5, AND
“THREE YEAR” FOR PROPOSAL 6.
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Please note - This is not a Proxy Card - you cannot vote by
returning this card
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GROWLIFE, INC.
SHAREHOLDER
SERVICES
500
Perimeter Park Drive Suite D
Morrisville
NC 27560
TIME SENSITIVE SHAREHOLDER INFORMATION ENCLOSED
IMPORTANT SHAREHOLDER INFORMATION
YOUR VOTE IS IMPORTANT
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GROWLIFE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
ANNUAL
MEETING OF STOCKHOLDERS – OCTOBER 23, 2017 AT 3:00 P.M.,
LOCAL TIME
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CONTROL ID:
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REQUEST ID:
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The
undersigned stockholder(s) of Growlife, Inc., hereby revoking any
proxy heretofore given, does hereby appoint Marco Hegyi or Mark
Scott, and each of them, with full power to act alone, to represent
the undersigned and to vote all shares of common stock of the
Company that the undersigned is entitled to vote at the 2017 Annual
Meeting of Stockholders of the Company to be held on October 23,
2017 at 3:00 p.m., local time, at our headquarters at 5400 Carillon
Point, Kirkland, WA 98033, and any and all adjournments and
postponements thereof, with all powers the undersigned would
possess if personally present, on the following proposals, each as
described more fully in the accompanying proxy statement, and any
other matters coming before said meeting.
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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/PHOT
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PHONE:
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1-866-752-VOTE(8683)
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ANNUAL MEETING OF THE STOCKHOLDERS OF GROWLIFE, 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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PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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Proposal
1
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FOR
ALL
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WITHHOLD
ALL
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FOR
ALL
EXCEPT
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To
elect four nominees to serve on the Board until the 2018 Annual
Meeting of Stockholders:
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☐
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☐
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Marco
Hegyi
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☐
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Mark
E. Scott
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☐
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CONTROL ID:
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Michael
E. Fasci
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☐
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REQUEST ID:
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Katherine
McLain
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☐
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Proposal
2
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FOR
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AGAINST
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ABSTAIN
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To
adopt and approve the 2017 Stock Incentive Plan.
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☐
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☐
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Proposal
3
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FOR
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AGAINST
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ABSTAIN
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To
approve an amendment to the Company’s Certificate of
Incorporation to increase the authorized shares of common stock
(“Common Stock”) from 3,000,000,000 to
6,000,000,000.
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☐
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☐
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Proposal
4
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FOR
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AGAINST
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ABSTAIN
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To
ratify the appointment of SD Mayer and Associates, LLP of Seattle,
Washington as the Company’s independent registered public
accounting firm for the fiscal years ending December 31, 2016 and
2017.
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☐
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Proposal
5
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FOR
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AGAINST
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ABSTAIN
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To
approve, on a non-binding advisory basis, the compensation paid to
the Company’s named executive officers.
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Proposal
6
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ONE
YEAR
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TWO
YEAR
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THREE
YEAR
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ABSTAIN
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To
vote, on a non-binding advisory basis, on the frequency (i.e.,
every one, two, or three years) of holding an advisory shareholder
vote to approve the compensation paid to the Company’s named
executive officers.
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☐
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☐
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☐
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☐
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Proposal
7
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To
transact such other business that may properly come before the
Annual Meeting and at any adjournments thereof.
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MARK
“X” HERE IF YOU PLAN TO ATTEND THE MEETING:
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The Board recommends that you vote your shares “FOR
ALL” for Proposal 1, and “FOR” for Proposal 2, 3,
4, and 5 and “THREE YEAR” for Proposal 6. If you sign
and return your proxy card without indicating how you want your
shares to be voted, the named proxies will vote your shares as
“FOR ALL” for Proposal 1, and “FOR” for
Proposal 2, 3, 4, and 5 and “THREE YEAR” for Proposal
6.
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MARK HERE FOR ADDRESS CHANGE ☐ New Address (if applicable):
___________________________
___________________________
IMPORTANT: Please sign exactly as your name or names 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 duly authorized
officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized
person.
Dated:
________________________, 2017
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(Print Name of Stockholder and/or Joint
Tenant)
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(Signature of
Stockholder)
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(Second Signature
if held jointly)
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