Genius Brands International Inc (GNUS)

[rickn23]

Proxy statement (annual meeting):

https://www.sec.gov/Archives/edgar/data/1355848/000168316818002254/genius_def14a.htm

To Our Stockholders:

You are cordially invited to attend the 2018 annual meeting of stockholders of Genius Brands International, Inc., a Nevada corporation (the “Company”), to be held at 10:00 a.m., Pacific Daylight Time, on Wednesday, September 26, 2018 at 131 S Rodeo Drive, Suite 250, Beverly Hills, CA 90212.

Details regarding the annual meeting, the business to be conducted at the annual meeting, and information about the Company that you should consider when you vote your shares are described in this proxy statement.

At the annual meeting, eight persons will be elected to our Board of Directors. In addition, we will ask stockholders to approve a proposed amendment to the 2015 Amended Incentive Plan to increase the aggregate number of shares available for the grant of awards from 1,666,667 to 2,166,667 and to ratify the selection of Squar Milner LLP as the Company’s independent auditors for our fiscal year ending December 31, 2018. The Board of Directors recommends the approval of each of the proposals. Such other business will be transacted as may properly come before the annual meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On August 10, 2018, we began sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2018 annual meeting of stockholders and our 2017 annual report on Form 10-K. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of the Company. We look forward to seeing you at the annual meeting.




NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS


TIME: 10:00 a.m. Pacific Daylight Time

DATE: Wednesday September 26, 2018

PLACE: Offices of Genius Brands International, Inc., at 131 S Rodeo Drive, Suite 250, Beverly Hills, CA 90212

PURPOSES:

1. To elect eight directors to serve one-year terms expiring in 2019;

2. To approve a proposed amendment to the 2015 Amended Incentive Plan (the “2015 Stock Plan”) to increase the number of shares of common stock available for the grant of awards under the 2015 Stock Plan from 1,666,667 to 2,166,667;

3. To ratify the appointment of Squar Milner LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and

4. To transact such other business that is properly presented at the annual meeting and any adjournments or postponements thereof.