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And yet there are still sellers, I don't understand that....
I don't understand why people are still selling....
Hopefully we will get an update soon, we have been here long enough with not so good news.
Still, I don't understand who is selling now, unfortunately I can't buy clhi anywhere else here in Europe.
What I don't understand now is who is still selling? Could that shareholder with so many shares perhaps have a goal to keep the share as low as possible, to buy more and then cast his vote???
As long as that person with 3,500,000 pieces doesn't respond, I don't think there will be an update.
I expected this, that's why I sent that message this week. There is someone with a lot of shares who has not yet responded, if he does, we have a chance.
I'm really curious about the results on Friday?
What do you think about this??
We will probably find out on Friday whether he can still reach that man with his 3,500,000 shares to get him to vote.
Indeed
If there is someone with 3,500,000 pieces, hopefully he does something with them, in any case he has a little more than me.
I just received an email and someone with many shares has not yet responded, otherwise we won't make it. I received a response from Berry. Now I am unavailable again.
Are there still enough shareholders who can vote? Why didn't they reach the number last time? I'm curious about November 17.
No, certainly not, hopefully enough votes will come in. It is so quiet here on this forum and Twitter.. No news yet whether they will get enough shareholders to vote validly.
Your shares only count towards the quorum if you submit a valid proxy, have voted via the internet,
voted by telephone or voted in person at the Special Meeting. Abstentions and non-votes of brokers count
for the quorum requirement. If there is no quorum, a majority of those present at the Special Meeting may vote
postpone the meeting to another date.,,?????
What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, your shares are registered in more than one name or are registered
in different accounts. Please complete, date, sign and return each proxy card, or vote your shares via the Internet or
by telephone for each proxy card you received to ensure that all of your shares are voted.
Who is paying for this proxy solicitation?
All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of
soliciting proxies will be paid by the Shareholders. We will reimburse the Shareholders for such costs. We may also
reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
When are stockholder proposals due for next year's annual meeting?
Our stockholders also may submit proposals for inclusion in the proxy material. These proposals must meet
the stockholder eligibility and other requirements of Delaware Corporations Code. To be considered for inclusion in
next year's proxy materials, you must submit your proposal in writing by May 1, 2024 to CLST HOLDINGS, INC.,
30 N Gould St Ste 5835 Sheridan, WY 82801.
PROPOSAL 1
ELECTION OF DIRECTOR(S)
At this Special Meeting, one (1) seats comprising the entire membership of the Board of Directors, are to be
elected. The elected directors will serve until the Company's next annual meeting of stockholders and until a
successor is elected and qualified. Benjamin Berry is the nominee.
All nominee(s) have consented to serve if elected. We expect that each of the nominee(s) will be available
for election, but if any of them is not a candidate at the time the election occurs, such proxy will be voted for the
election of another nominee to be designated by the Board to fill any such vacancy.
The term of office of each person elected as a director will continue until the next annual meeting or until
his or her successor has been elected and qualified, or until the director's death, resignation or removal.
Information Regarding the Board and its Committees
Family Relationships
There are no family relationships.
Involvement in Certain Legal Proceedings
During the past ten years, none of our directors, executive officers, promoters, control persons, or
nominees has been:
• the subject of any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
• convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);
• subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
• found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities law.
• the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or
finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State
securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
• the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any
? To vote using the proxy card, simply complete, date and sign the enclosed proxycard and return it promptly by
mail courier or email at info@synergymgtgroup.com If you return your signed proxy card to us before the
Special Meeting, we will vote your shares as you direct.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you hold your shares in "street name" and thus are a beneficial owner of shares registered in the name of your
broker, bank or other agent, you must vote your shares in the manner prescribed by your broker or other nominee.
Your broker or other nominee has enclosed or otherwise provided a voting instruction card for you to use in directing
the broker or nominee how to vote your shares. Check the voting form used by that organization to see if it offers
internet or telephone voting. To vote in person at the Special Meeting, you must obtain a valid proxy from your
broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials,
or contact your broker or bank to request a proxy form.
How are votes counted?
You may either vote "FOR" or "WITHHOLD" authority to vote for each nominee for the board of directors.
You may vote "FOR", "AGAINST" or "ABSTAIN" on any other proposals.
If you submit your proxy but abstain from voting or withhold authority to vote on one or more matters, your
shares will be counted as present at the meeting for the purpose of determining a quorum. Your shares also will be
counted as present at the meeting for the purpose of calculating the vote on the particular matter with respect to
which you abstained from voting or withheld authority to vote.
If you abstain from voting on a proposal, your abstention has the same effect as a vote against that proposal,
except, however, an abstention has no effect on the election of directors. See "How many votes are needed to approve
each Proposal?"
If you hold your shares in street name and do not provide voting instructions to your brokerage firm, it may
still be able to vote your shares with respect to certain "discretionary" (or routine) items, but it will not be allowed
to vote your shares with respect to certain "non-discretionary" items. In the case of non-discretionary items, for
which no instructions are received, the shares will be treated as "broker non-votes". Shares that constitute broker
non-votes will be counted as present at the meeting for the purpose of determining a quorum, but will not be
considered entitled to vote on the proposal in question. Your broker does not have discretionary authority to vote
shares for the election of directors.
How many votes are needed to approve each Proposal?
Over 50% of voting shares of common stock are required to approve each proposal.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. If you are a
stockholder of record, you may revoke your proxy in any one of four ways:
? You may submit another properly completed proxy card with a later date.
? You may send a written notice that you are revoking your proxy to CLST HOLDINGS, INC., C/O
Synergy Management Group, STOCK HOLDER VOTE, 30 N Gould St Ste 5835 Sheridan, WY 82801.
? You may attend the Special Meeting and vote in person. Simply attending the Special Meeting will not,
by itself, revoke your proxy.
? If you hold your shares in street name, contact your broker or other nominee regarding how to revoke
your proxy and change your vote.
How can I find out the results of the voting at the Special Meeting?
Preliminary voting results will be announced at the
nly stockholders of record at the close of business on August 22nd, 2023 the record date for the Special
Meeting, will be entitled to vote at the Special Meeting. As of the date hereof, there were 23,949,282 shares of
common stock (each entitled to one vote) outstanding.
Stockholder of Record: Shares Registered in Your Name
If on August 22nd, 2023 your shares of Company common stock were registered directly in your name with
our transfer agent, then you are a stockholder of record. As a stockholder of record, you may vote in person at the
Special Meeting, or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return
the enclosed proxy card to ensure your vote is counted.
What am I voting on?
There are Seven matters scheduled for a vote at the Special Meeting:
1. Electing Benjamin Berry as Director of the Company;
2. Authorizing the Company and/or Benjamin Berry, on behalf of the Company and its
shareholders, to take any action necessary, including but not limited to filing any legal action, document,
request petition or proceeding necessary to request that the Courts of the State of Delaware issue any order
or decree required, including but not limited to an order to the Delaware Secretary of State, to allow a
certificate of correction to be filed rendering the 3/26/2010 dissolution of the Company null and void and
reinstating the Company as a Delaware corporation in good standing;
3. Nomination of Benjamin Berry as elector general, chair of the shareholder meeting, and
shareholder meeting secretary to record the meeting minutes at the special shareholder meeting scheduled
for October 11th, 2023.
4. To transact any other business that may arise.
The Majority Holders do not intend to bring any other matters before the meeting and is not aware of anyone
else who will submit any other matters to be voted on. However, if any other matters properly come before the
meeting, the people named on the proxy card, or their substitutes, will be authorized to vote on those matters in their
own judgment.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you owned as of
August 22nd, 2023.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of
the outstanding shares of common and preferred stock entitled to vote are present or represented by proxy at the
meeting.
Your shares will be counted towards the quorum only if you submit a valid proxy, have voted via the Internet, have
voted via telephone or vote in person at the Special Meeting. Abstentions and broker non-votes will be counted
towards the quorum requirement. If there is no quorum, a majority of the votes present at the Special Meeting may
adjourn the meeting to another date.
How do I vote?
The procedures for voting are set forth below:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote in person at the Special Meeting or vote by proxy using the
enclosed proxy card. Whether or not you plan to attend the Special Meeting, we urge you to vote by proxy, via the
Internet or by telephone to ensure your vote is counted. You may still attend the Special Meeting and vote in person
if you have already voted by proxy. You may vote as follows:
? To vote in person, come to the Special Meeting and we will give you a ballot when you arrive
c/o Synergy Management Group, LLC. 30 N Gould St Ste 5835 Sheridan, WY 82801
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDER
October 11th, 2023
This proxy statement is furnished to stockholders in connection with the solicitation of proxies by the
Majority Shareholders of CLST HOLDINGS, INC. (the "Company", "we", "our", or "us") in connection with the
Special meeting of stockholders of the Company to be held on October 11th, 2023at 12:00 o’clock p.m., local time,
at the Embassy Suites, 7901 34th Avenue South, Bloomington MN 55425 (the "Special Meeting").
Additional copies of this proxy statement, notice of meeting, form of proxy, and directions to be able to attend
the meeting and vote in person, may be obtained from CLST HOLDINGS, INC., 30 N Gould St Ste 5835 Sheridan,
WY 82801 or info@synergymgtgroup.com.
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy for the Special Meeting is being solicited by the Majority Shareholders of the Company.
Stockholders of record may vote in person, by mail or email. if you choose to vote by mail or email, please mark,
date and sign the proxy card, and then return it to the Company Any person giving a proxy may revoke it at any time
prior to the exercise thereof by filing with the Secretary of the Company a written revocation or duly executed proxy
bearing a later date. The proxy may also be revoked by a stockholder attending the Special Meeting, withdrawing
the proxy and voting in person.
The expense of preparing, printing and mailing the form of proxy and the material used in the solicitation
thereof will be borne by the Shareholders. It is anticipated that banks, brokerage houses and other institutions,
custodians, nominees, fiduciaries or other record holders will be requested to forward the soliciting material to
persons for whom they hold shares and to seek authority for the execution of proxies; in such cases, the Company
will reimburse such holders for their charges and expenses.
VOTING SECURITIES
The close of business on August 22nd, 2023 has been fixed as the record date for determination of the
stockholders entitled to notice of, and to vote at, the Special Meeting. As of the date hereof, there are
23,949,282 shares of common stock each of which is entitled to one vote on each matter at the Annual Meeting.
The presence, in person or by properly executed proxy, of the holders of shares of common stock entitled to
cast a majority of all the votes entitled to be cast at the Special Meeting is necessary to constitute a quorum. Holders
of shares of common stock represented by a properly signed, dated and returned proxy will be treated as present at
the Special Meeting for purposes of determining a quorum. Proxies relating to "street name" shares that are voted by
brokers will be counted as shares present for purposes of determining the presence of a quorum, but will not be
treated as votes cast at the Special Meeting as to any proposal as to which the brokers do not have voting instructions
and discretion. These missing votes are known as "broker non-votes."
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
Why am I receiving these materials?
We are sending you this proxy statement and the enclosed proxy card because the the Company is soliciting
your proxy to vote at the Special Meeting. We invite you to attend the Special Meeting and request that you vote on
the proposals described in this proxy statement. The meeting will be held on October 11th, 2023 at 12:00 o’clock p.m.,
local time, at Embassy Suites 7901 34th Avenue South, Bloomington MN 55425. However, you do not need to attend
the meeting to vote your shares. Instead, you may simply complete, date, sign and return the enclosed proxy card or
follow the instructions on the enclosed proxy card to vote via the Internet or by telephone. We are mailing this proxy
statement, the accompanying proxy card, to all stockholders of record entitled to vote at the Special Meeting.
To the Stockholders of CLST HOLDINGS, INC.
Please be advised that the majority shareholders are noticing, holding and bringing forward a special shareholder meeting.
Accordingly, notice is hereby given that a Special Meeting of Stockholders of CLST HOLDINGS, INC. a Delaware
corporation (the "Company"), will be held on Friday, October 11th, 2023 at 12:00 o’clock p.m., local time, at Embassy
Suites Hotel, 7901 34th Avenue South, Bloomington, MN 55425. You are invited to attend the special meeting, and
we request that you vote on the proposal described in this proxy statement. You do not need to attend the meeting in
person to vote your shares. You may simply complete, sign, and return your proxy card in order to have your shares
voted at the meeting on your behalf.
For the following purposes:
1. Electing Benjamin Berry as the sole Director of the Company;
2. Authorizing the Company and/or Benjamin Berry, on behalf of the Company and its shareholders, to
take any action necessary, including but not limited to filing any legal action, document, request petition or
proceeding necessary to request that the Courts of the State of Delaware issue any order or decree required, including
but not limited to an order to the Delaware Secretary of State, to allow a certificate of correction to be filed rendering
the 3/26/2010 dissolution of the Company null and void and reinstating the Company as a Delaware corporation in
good standing;
3. Nomination of Benjamin Berry as elector general, chair of the shareholder meeting, and shareholder
meeting secretary to record the meeting minutes at the special shareholder meeting scheduled for October 11th, 2023.
4. To transact any other business that may arise.
Who May Attend the Meeting?
Only shareholders and persons holding proxies from shareholders may attend the meeting.
RSVP:
In order to assist with catering and space would appreciate your intention to attend. RSVP’s are due October 4th,
2023. To attend the shareholder meeting please email the Benjamin Berry at info@synergymgtgroup.com or call
312-481-6850 and indicate name and number that will be attending.
Record Date:
The record date for the meeting is August 22nd, 2023. This means that if you own stock of the Company at the close
of business on that date, you are entitled to receive notice of the meeting and vote at the meeting and any
adjournments or postponements of the meeting.
Proxy Voting:
Your vote is important. Please vote and return your proxy card promptly so your shares can be represented at the meeting
even if you plan to attend. You may mail your proxy card as follows: CLST Holdings, Inc, PO BOX 22553 Ea
How many shares are left with the shareholders, most of them will have already been sold, I think. Should they have one percent of the shareholders or of the current shares ??? Think the first.
Hopefully there are more shareholders who want to vote, otherwise this won't make up for much and we can make a cross about CLHI, I think. And where are they going to look for them????Through this forum???
Who is going to sell shares for a few dollars today??
indeed
No, but if you have 10,000 and it goes back to 1 dollar, you are leaving something behind.
I also don't understand why there is so little response to this, is it perhaps the additional costs??
Received an email from Berry regarding progress in reaching shareholders. What are you still waiting for? Make sure you get this sorted out for Berry and all of us. A few have done that, but not nearly enough... I actually have to search online for personal information and try to contact the shareholders individually. Huge pain and results were nominal.
Are simple souls who are selling now?
It's the same with me, I have sent a power of attorney and proof of shares to Berry and he could then vote for me, hopefully he will do the same for you.
Isn't on you mean tstorm
sale of 10,700 units, what a return.... Just leave your shares with them, they can yield much more than this.
Hopefully Berry will succeed, he is doing his best to get this through, he sees that there can be a nice return for this shell, otherwise he wouldn't put so much effort into it, right?
Nothing new anywhere yet ?????
What I heard from Berry yesterday is that if it has been postponed it will have to happen again at a later date, hopefully he will get that postponement done.
On Berry's advice, I used his e-mail because the other email you provided could not help me, let alone vote. Hopefully others who have problems can still vote through Berry.
$CLHI due to lack of votes I plan to adjourn the SH meeting to a later date tomorrow. This will provide time for me to reach out to shareholders individually.
— Synergy Management (@synergymgtgroup) October 10, 2023
forwards everything to Berry, they couldn't help me either,
This is what I wanted to tell you yesterday, it was only 22 percent, hopefully everyone can email him their share position and proxies in time.