UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

 

 

 

FORWARD INDUSTRIES, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

 

 

 

Forward Industries, Inc.

477 Rosemary Avenue

Suite 219

West Palm Beach, Florida 33401

 (561) 465-0030

 

To The Shareholders of Forward Industries, Inc.:

 

We are pleased to invite you to attend the 2016 Annual Meeting of the shareholders of Forward Industries, Inc., which will be held at 10:00 a.m. on January 20, 2016 at our corporate headquarters in West Palm Beach, Florida, at the above address, for the following purposes:

 

 

Forward’s Board of Directors has fixed the close of business on December 7, 2015 as the record date for a determination of shareholders entitled to notice of, and to vote at, this Annual Meeting or any adjournment thereof.

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on January 20, 2016: This Proxy Statement and Form 10-K are available at: https://www.proxyvote.com 

 

If You Plan to Attend

 

Please note that space limitations make it necessary to limit attendance to shareholders. Registration and seating will begin at 9:00 a.m.  Shares can be voted at the meeting only if the holder is present in person or by valid proxy.

 

For admission to the meeting, each shareholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

 

If you do not plan on attending the meeting, please vote your shares via the Internet, by phone or by signing and dating the enclosed proxy and return it in the business envelope provided. Your vote is very important.

 

Dated: December 18, 2015

 

Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

 

 

 

Forward Industries, Inc.

477 Rosemary Avenue

Suite 219

West Palm Beach, Florida 33401

(561) 465-0030

 

2016 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

 

Why am I receiving these materials?

 

These proxy materials are being sent to the holders of shares of the voting stock of Forward Industries, Inc., a Delaware corporation, which we refer to as “Forward” or the “Company,” in connection with the solicitation of proxies by our Board of Directors, which we refer to as the “Board,” for use at the 2016 Annual Meeting of Shareholders to be held at 10:00 a.m. on January 20, 2016 at our corporate headquarters at the above address in West Palm Beach, Florida. The proxy materials relating to the Annual Meeting are first being mailed to shareholders entitled to vote at the meeting on or about December 7, 2015. A copy of our Form 10-K for the year ended September 30, 2015 is being mailed concurrently with this Proxy Statement.

 

Who is Entitled to Vote?

 

Our Board has fixed the close of business on December 7, 2015 as the record date for a determination of shareholders entitled to notice of, and to vote at, this Annual Meeting or any adjournment thereof. On the record date, there were 8,657,975 shares of common stock outstanding. Each share of Forward common stock represents one vote that may be voted on each matter that may come before the Annual Meeting. As of the record date, Forward has issued no preferred stock which is entitled to vote.

 

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

 

If your shares are registered in your name with our transfer agent, American Stock Transfer, you are the “record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by Forward.

 

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.

 

Who May Attend the Meeting?

 

Record holders and beneficial owners may attend the Annual Meeting. If your shares are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the record date. Please see below for instructions on how to vote at the Annual Meeting if your shares are held in street name.

 

How Do I Vote?

 

Record Holder

 

 

If you vote by Internet or phone, please DO NOT mail your proxy card.

 

Beneficial Owner (Holding Shares in Street Name)

 

What Constitutes a Quorum?

 

To carry on the business of the Annual Meeting, we must have a quorum. A quorum is present when a majority of the shares entitled to vote, as of the record date, are present in person or represented by proxy. Shares owned by Forward are not considered outstanding or considered to be present at the Annual Meeting. Broker non-votes (because there are routine matters presented at the Annual Meeting) and abstentions are counted as present for the purpose of determining the existence of a quorum.

 

What happens if Forward  is unable to obtain a Quorum?

 

If a quorum is not present to transact business at the Annual Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit solicitation of proxies.

 

What is a broker non-vote?

 

If your shares are held in street name, you must instruct the organization who holds your shares how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any non-routine proposal. This vote is called a “broker non-vote.” Broker non-votes do not count as a vote “FOR” or “AGAINST” any of the proposals.

 

If you are the shareholder of record, and you 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 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 meeting. If your shares are held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization may generally vote at its discretion on routine matters, but not on non-routine matters. If you sign your vote instruction form but do not provide instructions on how your broker should vote, your broker will vote your shares as recommended by our Board on any non-routine matter. See the note below and the following question and answer.

 

Important Rule Affecting Beneficial Owners Holding Shares In Street Name

 

Brokers may no longer use discretionary authority to vote shares on the election of directors if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.

 

Which Proposals are Considered “Routine” or “Non-Routine”?

 

Proposal 1 is non-routine and Proposals 2 is routine.

 

How are abstentions treated?

 

Abstentions have no effect on the outcome of any matter being voted on. 

 

How Many Votes are Needed for Each Proposal to Pass, is Broker Discretionary Voting Allowed and what is the effect of an abstention?

 

 

 

Proposals	Vote Required	Broker Discretionary Vote Allowed	Effect of Abstentions on the Proposal
(1) To elect the board of directors	Plurality	No	Not applicable
(2) To ratify the appointment of our independent registered public accounting firm for fiscal 2016	Majority of the shares present in person or represented by proxy	Yes	No effect

 

 

If you participate in householding and wish to receive a separate copy of these proxy materials, 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 our Corporate Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.

 

Do I Have Dissenters’ (Appraisal) Rights?

 

Appraisal rights are not available to Forward  shareholders with any of the proposals brought before the Annual Meeting.

 

Can a Shareholder Present a Proposal To Be Considered At the 2017 Annual Meeting?  

 

If you wish to submit a proposal to be considered at the 2017 Annual Meeting (“2017 Meeting”), the following is required:

• For a shareholder proposal to be considered for inclusion in Forward ’s Proxy Statement and proxy card for the 2017 Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” our Corporate Secretary must receive the written proposal no later than August 20, 2016, which is 120 calendar days prior to the anniversary date Forward’s Proxy Statement was mailed to shareholders in connection with this Annual Meeting. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company sponsored materials.

• Our Bylaws include advance notice provisions that require shareholders desiring to recommend or nominate individuals to the Board or who wish to present a proposal at the 2017 Meeting must do so in accordance with the terms of the advance notice provisions. For a shareholder proposal or a nomination that is not intended to be included in Forward ’s Proxy Statement and proxy card under Rule 14a-8, our Corporate Secretary must receive the written proposal no later than 120 calendar days nor more than 150 calendar days prior to the first anniversary of this years Annual Meeting; Provided, however, that in the event that the 2017 Meeting is changed more than 30 days before or after such anniversary date, the proposal must be received no earlier than the close of business on the 120^th day prior to the 2017 Meeting and not later than the 90^th date prior to the 2017 Meeting or the 10^th day following the day on which public announcement of the date of such meeting is first made by the Company.  If a shareholder fails to meet these deadlines and fails to satisfy the requirements of Rule 14a-8 under the Exchange Act, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal as we determine appropriate. Your notice must contain the specific information set forth in our Bylaws.

• Additionally, you must be a record holder at the time you deliver your notice to the Corporate Secretary and are entitled to vote at the 2017 Meeting.

A nomination or other proposal will be disregarded if it does not comply with the above procedures. All proposals and nominations should be sent to Forward Industries, Inc., 77 Rosemary Avenue, Suite 219, West Palm Beach, Florida 33401, Attention: Corporate Secretary.

 

We reserve the right to amend our Bylaws and any change will apply to the 2017 Meeting unless otherwise specified in the amendment.

 

Interest of Officers and Directors in Matters to Be Acted Upon

 

Except in the election to our board of nominees set forth herein, none of the officers or directors have any interest in any of the matters to be acted upon at the Annual Meeting.

 

 

 

The Board Recommends that Shareholders Vote “For” Proposal Nos. 1 and 2.

 

PROPOSAL 1. ELECTION OF DIRECTORS

 

We currently have seven members of our Board, all of whose terms will expire at this Annual Meeting. The Board proposes the election of the following nominees as directors:

 

 

All of the nominees listed above is currently a director of Forward, have been nominated for election this year and have agreed to serve if elected. The five persons who receive the most votes cast will be elected and will serve as directors until the next Annual Meeting. If a nominee becomes unavailable for election before this Annual Meeting, the Board can name a substitute nominee and proxies will be voted for such substitute nominee unless an instruction to the contrary is written on the proxy card. Furthermore, we may appoint an additional person to our Board before the Annual Meeting. The principal occupation and certain other information about the nominees and our executive officers are set forth on the following pages. 

 

The Board recommends a vote “For” the election of the nominated slate of directors.

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The following table represents our Board as of the record date:

 

 

Messrs. Luetkemeyer and Freitag are not standing for re-election. 

 

Nominee Biographies

 

N. Scott Fine.  Since September 14, 2015, Mr. Fine has been the Chief Executive Officer of CTD Holdings, Inc. (“CTD”), a specialty biopharmaceutical manufacturing and marketing company.  Since February 2014, Mr. Fine has also served as a director of CTD.  From 2004 until 2014, Mr. Fine was a principal at Scarsdale Equities, an investment banking firm.  Mr. Fine currently sits on the Board of Directors Kenon Holdings Ltd, a spin-off from Israel Corporation Ltd.  Mr. Fine formerly served as the Vice Chairman and Lead Director of Central European Distribution Corporation (“CEDC”), a multi-billion dollar alcohol and beverage company. Mr. Fine served as a director of CEDC for over a decade, during which time he co-managed its IPO and listing on NASDAQ, and led the CEDC Board’s successful efforts in 2013 to restructure the company through a pre-packaged Chapter 11 process whereby CEDC was acquired by the Russian Standard alcohol group. Mr. Fine was selected as a director for his over 30 years of experience evaluating companies as an investment banker and his experience as a director and board committee member.  

 

Mr. Fine is our Lead Director. 

 

 

Sharon Hrynkow.  Dr. Sharon Hrynkow was the inaugural President of the Global Virus Network, a coalition of top medical virologists working to stem the spread of viral disease, between Oct. 2012 and Nov. 2015.  She is also the Founder and Managing Partner of Global Health Consulting, LLC, and  Senior Vice President for Medical Affairs of CTD.  Between 2010 and 2012, she was Counselor and Senior Scientist in the Secretary of State’s Office of Science and Technology and Senior Advisor to the Assistant Secretary for Oceans, Environment and Science. Dr. Hrynkow served as a senior executive at the National Institute of Health from 2000 - 2012, primarily as Deputy Director of the John E. Fogarty International Center.  She is an elected Fellow of the Council on Foreign Relations and the American Association for the Advancement of Science.  Dr. Hrynkow was selected as a director for her organizational leadership and management as well as her global networking experience.      

 

Howard Morgan.   Mr. Morgan has been the Managing Director of The Justwise Group Limited (“Justwise”), a company that specializes in the procurement of consumer durable products from Asia and is an established supplier to a list of major U.K. multi-channel retailers, since 1997.   Mr. Morgan was selected as a director as a result of his significant business management and operational skills as well as his knowledge of foreign sourcing and developing products for large multiple organizations.

 

Sangita Shah.  Ms. Shah currently serves as director and owner of Odyssean Enterprises Limited, a private advisory and investment company, in addition to serving as non-executive chairman of Bilby PLC and as a director of Swindon Town Football Club.  Ms. Shah is also a board advisor to Global Reach Technology, a Fast Track WiFi SME, and a non-executive director for Zypha Technologies Inc. Ms. Shah previously worked in seed/mezzanine financing and strategic investments within the environmental and technology sectors following a number of senior roles held at KPMG and Ernst & Young.  Ms. Shah was selected as a director for her board and accounting experience.

 

Terence Wise.  Mr. Wise serves as principal and Chairman of Justwise which he founded in 1977. Mr. Wise also serves as a principal of Forward Industries Asia-Pacific Corporation (f/k/a Seaton Global Corporation) (“Forward China”), a buying and supplier agent in the Asia-Pacific region and has significant shareholdings in two furniture manufacturing plants in China.  See the section titled “Related Person Transactions” below.  Mr. Wise was selected as a director for his extensive experience in the Asian markets. 

 

Except for Sharon Hrynkow, all of the directors were director designees of Mr. Wise in connection with a 2014 proxy contest. 

 

Executive Officers

 

 

 

See above for Mr. Terence Wise’s biography.

 

Michael Matte.  From May 2013 until March 2014, Mr. Matte served as the Chief Financial Officer and Chief Accounting Officer of Aspen Group, Inc., an online distance-learning education service in the United States. Mr. Matte also served as an Executive Vice President of Finance and Chief Financial Officer of MeetMe, Inc., a social discovery website, from October 2007 to March 2013.

 

There are no family relationships between any of the executive officers and directors. Our Bylaws require that each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified. See the section titled “Related Person Transactions”.

 

Corporate Governance

 

Board Responsibilities

 

 

The Board oversees, counsels, and directs management in the long-term interest of Forward and its shareholders. The Board’s responsibilities include establishing broad corporate policies and reviewing the overall performance of Forward. The Board is not, however, involved in the operating details on a day-to-day basis.

 

Board Committees and Charters

 

The Board and its Committees meet throughout the year and act by written consent from time-to-time as appropriate. The Board delegates various responsibilities and authority to different Board Committees. Committees regularly report on their activities and actions to the Board.

 

The Board currently has and appoints the members of: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee. Each of the Committees has a written charter which may be accessed through Forward’s website at: http://www.forwardindustries.com/corporate-governance.html.

 

The following table identifies the independent and non-independent Board nominees and committee members:

 

 

There were 10 board meetings held in fiscal 2015. All of the directors attended over 75% of the applicable Board and Committee meetings held in fiscal 2015.  The Company does not have a policy regarding Board members attending the annual meeting. 

 

Director Independence

 

Our Board has determined that N. Scott Fine, Sharon Hrynkow, Howard Morgan and Sangita Shah are independent in accordance with standards under the Nasdaq Listing Rules. Our Board determined that as a result of being employed as an executive officer, Mr. Wise was not independent under the Nasdaq Listing Rules.

 

Our Board has also determined that N. Scott Fine, Sharon Hrynkow, Howard Morgan and Sangita Shah are independent under the Nasdaq Listing Rules independence standards for Audit Committee members and Compensation Committee members.

 

Committees of the Board of Directors

 

Audit Committee

 

The Audit Committee reviews our financial reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. 

 

Audit Committee Financial Expert

 

Our Board has determined that Ms. Shah is qualified as an Audit Committee Financial Expert, as that term is defined by the rules of the SEC and in compliance with the Sarbanes-Oxley Act of 2002.

 

 

 

 

Compensation Committee

 

The function of the Compensation Committee is to determine the compensation of our executive officers. The Compensation Committee has the power to set performance targets for determining periodic bonuses payable to executive officers and may review and make recommendations with respect to shareholder proposals related to compensation matters. Additionally, the Compensation Committee is responsible for administering the 2011 Long Term Incentive Plan, which we refer to as the “Plan.”

 

Nominating and Corporate Governance Committee

 

The responsibilities of the Nominating Committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establish procedures for the nomination process including procedures, oversight of possible conflicts of interests involving the Board and its members, develop policies and procedures for related party transactions, develop corporate governance principles, and the oversight of the evaluations of the Board and management. The Nominating Committee has not established a policy with regard to the consideration of any candidates recommended by shareholders. If we receive any shareholder recommended nominations, the Nominating Committee will carefully review the recommendation(s) and consider such recommendation(s) in good faith.

 

Board Diversity

 

While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our board members as well as a particular nominee’s contribution to that mix. Although there are many other factors, the board seeks individuals with experience in the outsourcing industry and Asian markets, sales, legal and accounting skills and board experience.

 

Board Leadership Structure

 

                Our Board has determined that its current structure, with combined Chairman and Chief Executive Officer roles and an independent Lead Director (Mr. N. Scott Fine), is in the best interests of Forward and its shareholders at this time.   A number of factors support the leadership structure chosen by the Board, including, among others:

• The Chief Executive Officer is intimately involved in the day-to-day operations of Forward and is best positioned to elevate the most critical business issues for consideration by the Board.

• The Board believes that having the Chief Executive Officer serve in both capacities allows him to more effectively execute Forward’s strategic initiatives and business plans and confront its challenges.

• A combined Chairman and Chief Executive Officer structure provides us with decisive and effective leadership with clearer accountability to our shareholders.

• The combined role is both counterbalanced and enhanced by the effective oversight and independence of our Board and the independent leadership provided by our Lead Director

• The Board believes that the appointment of a strong independent Lead Director and the use of regular executive sessions of the non-management directors, along with the Boards strong committee system and substantial majority of independent directors being independent except for the Chief Executive Officer, allow it to maintain effective oversight of management.

Role of Board in Risk Oversight

 

Our risk management function is overseen by our Board. Our management keeps its Board apprised of material risks and provides its directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks. Terence Wise, as our Chief Executive Officer and Chairman of the Board, and Michael Matte, our Chief Financial Officer, work closely together with the Board and our Lead Director, once material risks are identified on how to best address such risks. If the identified risk poses an actual or potential conflict with management, our independent directors may conduct the assessment. Presently, the primary risks affecting us are our ability to grow our business and obtain more customers.

 

 

Business Conduct and Ethics

 

Our Board has adopted a Business Conduct and Ethics, or the Code of Ethics, that applies to all of our employees, including our Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to our Board. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistle-blowing or the prompt reporting of illegal or unethical behavior. A copy of our Code of Ethics may be accessed at http://forwardindustries.com/corporate-governance.html

 

Communication with our Board of Directors

 

Although we do not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us at Forward Industries, Inc., 477 Rosemary Avenue, Suite 219, West Palm Beach, Florida 33401, Attention: Corporate Secretary, or by facsimile (561) 465-0074.  Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

 

Related Person Transactions

 

                Buying Agency and Supply Agreement

 

                On March 12, 2012, the Company entered into a Buying Agency and Supply Agreement (the “First Sourcing Agreement”) with Forward China.   On March 13, 2014, the Company entered into Amendment No. 1 to the First Sourcing Agreement with Forward China, dated as of March 11, 2014. The First Sourcing Agreement, as amended, provided that Forward China would act as the Company’s exclusive buying agent and supplier of products in the Asia Pacific region. The Company will purchase products at Forward China’s cost and pay Forward China a monthly fee for services it provides under the First Sourcing Agreement.  

               

On September 9, 2015, the Company entered into a Buying Agency and Supply Agreement (the “Second Sourcing Agreement”) with Forward Industries on substantially the same terms as First Sourcing Agreement, which was due to expire on September 11, 2015.  The Second Sourcing Agreement provides that Forward China will act as the Company’s exclusive buying agent of carry and protective solutions in the APAC Region.  Forward China also arranges for sourcing, manufacture and exportation of such products.  The Company purchases products at cost and pays a service fee to the Forward China. The service fee is calculated at $100,000 monthly plus 4% of “Adjusted Gross Profit.” “Adjusted Gross Profit” is defined as the selling price less the cost from Forward China.  The Agreement terminates on September 8, 2018, subject to renewal.  Terence Wise, the Company’s Chairman, Chief Executive Officer and largest shareholder, is a principal of Forward China.  In addition, Jenny P. Yu, a Managing Director of Forward China, owns more than 5% of the Company’s common stock. The Company recognized approximately $1,522,000 and $1,406,000 of Forward China service fees during fiscal years 2015 and 2014, respectively.

 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file initial reports of ownership and changes in ownership of our common stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us, and written representations from reporting persons that no Forms 5 were required to report delinquent filings, we believe that all filing requirements applicable to our officers, directors and 10% beneficial owners were complied with during fiscal year 2015.  

 

Voting Securities and Principal Holders Thereof 

 

 

The following table sets forth the number of shares of our common stock beneficially owned as of the record date by (i) those persons known by us to be owners of more than 5% of our common stock, (ii) each director, (iii) our Named Executive Officers, and (iv) all of our executive officers and directors of as a group. Unless otherwise specified in the notes to this table, the address for each person is: c/o Forward Industries, Inc., 477 Rosemary Avenue, Suite 219, West Palm Beach, Florida 33401.

 

———————

* Less than 1%.

 

(1)	Applicable percentages are based on 8,657,975 shares outstanding as of the record date, adjusted as required by rules of the SEC. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock underlying options and warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, Forward believes that each of the shareholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them. The table includes only vested options, and warrants or options and warrants that have or will vest and become exercisable within 60 days.
(2)	Wise. Mr. Wise is a director and executive officer.  Address is Flat 2, 11 Cadogan Square, London SW1X OHT, United Kingdom.
(3)	Matte. Mr. Matte is an executive officer.  Includes 15,000 vested stock options

 

 

(4)	Luetkemeyer.  Mr. Luetkemeyer is a former Chief Executive Officer and is deemed a named executive officer under the SEC’s disclosure rules.  Mr. Luetkemeyer is also a director who will not be standing for re-election in connection with this annual meeting.
(5)	Garrett. Mr. Garrett is a former Chief Executive Officer and is deemed a named executive officer under the SEC’s disclosure rules.
(6)	Fine.  Mr. Fine is a director.
(7)	Freitag. Mr. Freitag is a director.
(8)	Hrynkow. Dr. Hrynkow is a director.
(9)	Morgan.  Mr. Morgan is a director.  Includes 25,000 vested stock options.
(10)	Shah.  Ms. Shah is a director.
(11)	Yu.  Address is 9255 Doheny Rd., Apartment 2905, West Hollywood, California, 90069

 

Director Compensation

 

Fiscal 2015 Director Compensation

 

 

(1)

This represents the fair value of the award as of the grant date in accordance with FASB ASC Topic 718. These amounts represent awards that are paid in shares of common stock and do not reflect the actual amounts that may be realized by the directors.   Represents 35,000 shares of restricted common stock granted to the directors.

 

Executive Compensation

 

 

Summary Compensation Table

 

 

The following information is related to the compensation paid, distributed or accrued by us for fiscal 2015 and 2014 to all of the individuals serving as our Chief Executive Officer during fiscal 2015(principal executive officers) and the two other most highly compensated executive officers serving at the end of the last fiscal year whose compensation exceeded $100,000, which we refer to as “Named Executive Officers.”

 

 

 

(1) Terry Wise was appointed the Company's Chief Executive Officer effective July 1, 2015.

                                               

(2) Michael Matte was appointed the Company's Chief Financial Officer effective June 22, 2015.                

                               

(3) Michael Luetkemeyer was appointed the Company's Interim Chief Executive Officer effective January 20, 2015. Mr. Luetkemeyer's employment with the Company was terminated effective June 30, 2015.  On October 26, 2015, Michael Luetkemeyer was granted 17,500 shares of restricted stock in connection with his service in fiscal 2015 as the Company’s Interim Chief Executive Officer.  All Other Compensation includes health benefit waiver allowance. 

                                                                                                                               

(4) Robert Garrett Jr.’s employment with the Company was terminated effective January 15, 2015.                                             

                                                                                                                               

(5) The amount shown under “Stock Awards” and “Options Awards” represents the aggregate grant date fair value of the awards in each year shown in the Table computed in accordance with Financial Accounting Standards Board Accounting Standards Codification  Topic 718.  See Notes to our Consolidated Financial Statements in the Form 10-K for the year ended September 30, 2015 for a description of the assumptions used in valuing awards of stock options and restricted stock grants.                                                                                                                           

 

 

 

---

---

---

---

---

---