Augme Technologies, Inc Carillon Point, 4 th Floor Kirkland, WA

Transcription

1 Augme Technologies, Inc Carillon Point, 4 th Floor Kirkland, WA June 11, 2013 To our Stockholders: You are cordially invited to attend the Annual Meeting of Stockholders of Augme Technologies, Inc. The Annual Meeting will be held on Thursday, July 25, 2013 at 9:00a.m. PDT at our principal executive offices located at: Augme Technologies, Inc Carillon Point 4 th Floor Kirkland, WA The actions we expect to take at the Annual Meeting are described in detail in the enclosed Proxy Statement and Notice of Annual Meeting of Stockholders. Please use this opportunity to take part in the affairs of the Company by voting on the business to come before this meeting. If you are a record holder of the Company s common stock on May 28, 2013, you are entitled to vote with respect to these matters, either personally at the meeting or by proxy. It is important that your shares be voted, whether or not you plan to attend the meeting, to ensure the presence of a quorum. We urge you to submit your proxy as promptly as possible by following the instructions in the enclosed materials. Returning the proxy does NOT deprive you of your right to attend the meeting and vote your shares in person for the matters acted upon at the meeting. We look forward to seeing you at the Annual Meeting. Sincerely, Ivan Braiker Chief Executive Officer

2 Augme Technologies, Inc Carillon Point, 4 th Floor Kirkland, WA NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To our Stockholders: The Annual Meeting of Stockholders of Augme Technologies, Inc. will be held on Thursday, July 25, 2013, at 9:00 a.m. local time, at our principal executive offices, 4400 Carillon Point, 4 th Floor, Kirkland, Washington 98033, for the following purposes: (1) To elect John M. Devlin, Jr. as our sole Class III director; (2) To approve amendment of our Amended and Restated Certificate of Incorporation to change the name of the Company to Hipcricket, Inc.; (3) To ratify the selection of Moss Adams LLP as the Company s independent registered public accounting firm for fiscal year 2014; and (4) To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. Your attention is directed to the attached proxy statement for further information with respect to the matters to be acted upon at the Annual Meeting. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 1, 2 AND 3 ABOVE. Stockholders of record at the close of business on May 28, 2013 are entitled to notice of and to vote at the Annual Meeting and at any postponement or adjournment thereof. All stockholders are cordially invited to attend the Annual Meeting in person. Your vote is important. Your shares can be voted at the Annual Meeting only if you are present in person or represented by proxy. To assure your representation at the Annual Meeting, we urge you to submit your proxy as promptly as possible. You may authorize your vote by proxy over the Internet through the Company s transfer agent, Manhattan Transfer Registrar Company, at their website, by clicking on the Annual Proxy Vote button. If you complete your proxy electronically over the Internet, you do not need to return a proxy card. If you hold your shares beneficially in street name through a broker, bank or other nominee, you should follow the separate instructions you receive from your nominee to vote your shares. If your shares are held of record in the name of a bank, broker or other nominee and you would like to vote in person at the Annual Meeting, you must bring to the Annual Meeting a letter, account statement or other evidence of your beneficial ownership as of May 28, By Order of the Board of Directors Kirkland, Washington June 11, 2013 Todd E. Wilson Corporate Secretary

3 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on July 25, 2013: The Company's Proxy Statement and Annual Report on Form 10-K for fiscal year 2013 are available electronically at

4 Augme Technologies, Inc Carillon Point, 4 th Floor Kirkland, WA PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS To Be Held July 25, 2013 VOTING AND PROXY This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Augme Technologies, Inc., a Delaware corporation (referred to as the Company, we, our or us ), for use at our Annual Meeting of Stockholders to be held at our principal executive offices located at 4400 Carillon Point, 4 th Floor, Kirkland, Washington on Thursday, July 25, 2013, at 9:00 a.m. local time, and at any postponements or adjournments thereof. The Notice of Annual Meeting, this Proxy Statement and the accompanying proxy card are first being mailed to stockholders on or about June 11, Revocability of Proxy and Voting of Shares Any stockholder giving a proxy has the power to revoke it at any time before it is exercised. The proxy may be revoked by filing an instrument of revocation or a duly executed proxy bearing a later date with the Company s Secretary at our principal executive offices located at 4400 Carillon Point, 4 th Floor, Kirkland, Washington A proxy may also be revoked by voting again on the Internet (only the latest Internet proxy will be counted) or attending the meeting and voting in person. If it is not revoked, a proxy will be voted at the meeting in accordance with the stockholder s instructions indicated on the proxy card. If no instructions are indicated, the proxy will be voted FOR the approval of Proposals 1, 2 and 3, and in accordance with the judgment of the proxy holders as to any other matter that may be properly brought before the meeting or any adjournments thereof. Record Date, Outstanding Shares, Quorum and Required Vote The Board of Directors has fixed May 28, 2013 as the record date (the Record Date ) for determining holders of our common stock, $ par value per share, who are entitled to vote at the meeting. As of the Record Date, we had 129,614,226 shares of common stock outstanding and entitled to vote. Each share of common stock entitles the record holder to one vote on each matter to be voted upon at the meeting. A majority of the shares of common stock issued and outstanding and entitled to vote at the meeting will constitute a quorum at the meeting. Proxies marked as abstaining or withheld, limited proxies and proxies containing broker non-votes with respect to any matter to be acted upon by the stockholders will be treated as present for purposes of determining a quorum, but will not be counted as votes cast on such matter. A broker non-vote occurs when a person holding shares through a bank or brokerage account does not provide instructions on how his or her shares should be voted and the broker does not have discretionary authority to vote such shares on a particular matter. Brokers may exercise discretion to vote shares for which instructions

5 are not given with respect to the ratification of the selection of Moss Adams LLP as our independent registered public accounting firm (Proposal 3), but may not exercise discretion to vote with respect to the election of directors (Proposal 1) or the amendment of our Amended and Restated Certificate of Incorporation to change the Company's name to Hipcricket, Inc. (Proposal 2). When the proxy is properly executed, dated and returned, the shares it represents will be voted in accordance with the directions given. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the Inspector of Election, in conjunction with information received from our transfer agent. The Inspector of Election will also determine whether or not a quorum is present. Election of Directors (Proposal 1). If a quorum is present, directors are elected by a plurality of the common shares present in person or represented by proxy at the Annual Meeting. In electing directors, no stockholder has cumulative voting rights. Pursuant to Delaware law, any shares that are not voted, whether by broker non-votes or otherwise, will not affect the election of directors, except to the extent that the failure to vote for an individual will result in another individual receiving a larger proportion of the votes cast. If no specification is indicated, the shares will be voted FOR the election of the director nominee named on the proxy. Proxies cannot be voted for a greater number of persons than the number of nominees named. Amendment to Change Company Name (Proposal 2). If a quorum is present, the affirmative vote of a majority of the shares of common stock outstanding is required to approve amendment of our Amended and Restated Certificate of Incorporation to change the Company's name to Hipcricket, Inc. Abstentions and broker non-votes will have the effect of a vote "against" this proposal. If no specification is indicated, the shares will be voted FOR the proposed amendment. Ratification of Independent Registered Public Accounting Firm (Proposal 3). If a quorum is present at the Annual Meeting, the affirmative vote of the holders of a majority of the shares of common stock present in person or by proxy is required to approve the ratification of the selection of Moss Adams LLP as the Company s independent registered public accounting firm for fiscal year An abstention will have the effect of a vote "against" this proposal. Broker non-votes, if applicable, will not impact the outcome of voting on this matter. If no specification is indicated, the shares will be voted "FOR" this proposal. Voting Procedures Your shares can be voted at the Annual Meeting only if you are present in person or represented by proxy. To assure your representation at the Annual Meeting, we urge you to submit your proxy as soon as possible. Shares Registered in Your Name. Registered owners may authorize their votes by mail or on the Internet: To authorize your vote by mail, please complete, sign, date and mail your proxy card in the postage paid envelope provided. Proxies should be mailed sufficiently in advance to ensure receipt prior to the Annual Meeting. You may authorize your vote on the Internet through our transfer agent, Manhattan Transfer Registrar Company, at its website, by clicking on the Annual Proxy Vote button. If you complete you proxy electronically over the Internet, you do not need to return a proxy card. Internet voting is available up to 11:59 p.m. Eastern on July 24, Shares Registered in the Name of a Bank or Broker. If you hold your shares beneficially in street name through a broker, bank or other nominee, please follow the separate instructions that you receive from

6 your nominee to vote your shares. Although most banks and brokers now offer telephone and Internet voting, availability of specific processes will depend on their voting arrangements. Voting in Person. If you attend the Annual Meeting and wish to vote in person, you may request a ballot when you arrive. If your shares are held of record in the name of your bank, broker or other nominee and you would like to vote at the Annual Meeting, you must bring to the Annual Meeting a letter, account statement or other evidence of your beneficial ownership as of May 28, 2013, the Record Date for the Annual Meeting. Solicitation of Proxies The cost of soliciting proxies, including expenses in connection with preparing and mailing this Proxy Statement, will be borne by the Company. Copies of solicitation materials will be furnished to brokerage houses, nominees, fiduciaries and custodians to forward to beneficial owners of common stock held in their names. We will reimburse brokerage firms and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation materials to beneficial owners. In addition to original solicitation of proxies by mail, our directors, officers and other employees may, without additional compensation, solicit proxies by telephone, facsimile and personal interviews. We may also engage the services of a proxy solicitor. We will deliver only one Proxy Statement to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. We will promptly deliver a separate copy of this Proxy Statement to a stockholder at a shared address to which a single copy of the document was delivered upon oral or written request to: Augme Technologies, Inc. Attn: Corporate Secretary 4400 Carillon Point, 4 th Floor Kirkland, WA Telephone: (855) legal@augme.com

7 OVERVIEW OF PROPOSALS This Proxy Statement includes three proposals requiring stockholder action. The proposals relate to: the election of one Class III director; the approval of an amendment to our Amended and Restated Certificate of Incorporation to change the Company's name to Hipcricket, Inc.; and the ratification of the selection of Moss Adams LLP as the Company s independent registered public accounting firm for the 2014 fiscal year. The proposals are discussed in more detail below. PROPOSAL 1 ELECTION OF DIRECTORS PROPOSALS One Class III director is to be elected to our Board of Directors at the Annual Meeting. Paragraph two of Article Seven of our Amended and Restated Certificate of Incorporation states: The Board of Directors shall be divided into three classes designated as Class I, Class II, and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the date hereof, the term of office of the Class I directors shall expire, and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the date hereof, the term of office of the Class II directors shall expire, and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the date hereof, the term of office of the Class III directors shall expire, and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. In this Proxy Statement, we refer to this provision as the Staggered Board Requirement. In accordance with the Staggered Board Requirement, the Board of Directors has nominated Mr. John M. Devlin, Jr. to serve as our Class III director. If elected, and unless otherwise terminated by death, resignation or removal, his term will expire at the Annual Meeting of Stockholders that will take place in Mr. Ivan Braiker serves as our Class I director. Unless otherwise terminated by death, resignation or removal, Mr. Braiker s term will expire at the Annual Meeting of Stockholders that will take place in Mr. Donald E. Stout and Mr. Todd E. Wilson serve as our Class II directors. Unless otherwise terminated by death, resignation or removal, their terms will expire at the Annual Meeting of Stockholders that will take place in We expect that Mr. Devlin will be available for election, but if he is not, the proxy will have discretionary authority to vote for the election of such substitute nominee as may be designated by the Board of Directors. Information regarding the business experience of the director nominee and each director is provided below. There are no family relationships among our executive officers and directors. There is no arrangement

8 or understanding between any of our directors and any other person pursuant to which any director was or is to be selected as a director. Director-Nominee/ Class III Director John M. Devlin, Jr. - Director and Audit Committee Chairman Mr. Devlin, age 68, has served as a director since March Mr. Devlin has been in the investment and asset management business for over 24 years. Early in his career, Mr. Devlin worked for E.F. Hutton, Reynolds Securities, and United States Steel. Before retiring from J.P. Morgan Investment Management in December 2003, he was a Senior Portfolio manager for 10 years, responsible for directing investment activity, providing pension asset and liability advice as well as tactical and strategic portfolio management for institutional relationships with over $20 billion in assets. Mr. Devlin was also the Committee Chairman for client portfolio guidelines, compliance and performance review for J.P. Morgan accounts with an asset size over $200 billion. Throughout his career at J.P. Morgan, Mr. Devlin worked in all aspects of the investment and asset management business in areas such as fixed income trading and portfolio management. From November 2008 to November 2009, Mr. Devlin was the Managing Director of the American Irish Historical Society where he was responsible for managing day-to-day operations of the Society, including banking relationships, financial reporting, administration, and trustee and fund raising relationships. From January 2004 to October 2006, Mr. Devlin was the Vice Chairman of McKim & Company LLC, where he was responsible for providing strategic planning and direction for McKim & Company, a venture capital source firm for start-up companies in the $1 million to $20 million bracket. Mr. Devlin received an MBA from Pace University in 1976 and completed his undergraduate degree in Finance at Georgetown University in Mr. Devlin serves on the Board of Directors of Spindle, Inc., a mobile payment solutions company quoted on the OTCBB. Class I Director Ivan Braiker Director Ivan Braiker, age 62, has been a director and our President since August 2011 and was appointed Chief Executive Officer in March He has over 30 years of executive management experience in broadcasting and media. Earlier in his career, Mr. Braiker earned Billboard Magazine s Trendsetter of the Year award. He was a co-founder and Chief Executive Officer of Hipcricket, Inc., a position he held from August 2004 until we acquired the assets and business of Hipcricket, Inc. in August From 2002 to 2003, he held the position of President of Streamline Publishing and was co-founder and President of New Northwest Broadcasters from 1998 through Class II Directors Donald E. Stout -Director Mr. Stout, age 67, has served as a director since January He is a member of the bars of the District of Columbia and Virginia, and he is admitted to practice before the Supreme Court of the United States, the Court of Appeals for the Federal Circuit, the Fifth Circuit of Appeals, and the U.S. Patent and Trademark Office ( USPTO ). From 1972 to the present, Mr. Stout s legal practice has involved all facets of intellectual property, including litigation, the provision of expert witness opinions, and the licensing and representation of clients before the USPTO in diverse technological areas, including telecommunications. He has testified as an expert witness regarding obtaining and prosecuting patents. Mr. Stout has written and prosecuted hundreds of patent applications in diverse technologies and has rendered opinions on patent infringement and/or validity. Mr. Stout has been a senior partner at the law firm of Antonelli, Terry, Stout and Kraus, LLP since He earned his J.D. degree (with honors) from George Washington University in Mr. Stout was employed by the USPTO from 1968 to 1972 as an assistant examiner involved with patent

9 applications covering radio and television technologies. He interpreted complex technical disclosures in patents and publications involving communications technology and theory, along with principles of electrical engineering, as part of his responsibilities with the USPTO. In 1972, Mr. Stout worked as a law clerk for two former Board members of the USPTO Board of Appeals, where he assisted in deciding issues of patentability for applicants who appealed previous decisions. Todd E. Wilson Chairman of the Board, Compensation Committee Chairman, and Corporate Secretary Mr. Wilson, age 41, has served as a director since June 2010 and brings more than 15 years of experience as an investor, board member and advisor to middle-market companies. He currently serves as a Partner at Crane Street Capital, a California-based investment firm. From July 2010 to September 2011, Mr. Wilson held the position of Managing Director for the Office of Small Business Services for the City of Los Angeles, where he was responsible for leading the City's efforts to assist small business owners and entrepreneurs. From July 2002 to December 2009, he served as a principal in the private equity group at American Capital, Ltd. Previously, he also served as a principal with Wind Point Partners, a Chicago-based private equity firm from July 1999 to June During his tenure as an equity investor, Wilson worked closely with companies to maximize stockholder value and provide significant returns on corporate investments. Mr. Wilson also served as an investment banker at Merrill Lynch from July 1993 to June 1995 and Montgomery Securities from July 1995 to February Mr. Wilson holds an undergraduate degree from The Wharton School of Business and an MBA from the Fuqua School of Business at Duke University. The Board of Directors recommends that you vote FOR the election of John M. Devlin, Jr. as our Class III director. PROPOSAL 2 APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY'S NAME TO HIPCRICKET, INC. On May 16, 2013, the Board of Directors adopted a resolution approving an amendment to our Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to change our name from Augme Technologies, Inc. to Hipcricket, Inc. (the "Name Change") and recommended that the amendment be submitted to stockholders for approval. The Board of Directors believes that the Name Change it is in the best interests of our Company and recommends the approval of the Name Change to our stockholders. The Board believes that unifying the company under the Hipcricket brand will help maximize the Company's visibility and growth potential. If the Name Change is approved, it will be implemented through, and become effective upon, the filing of an amendment of our Certificate of Incorporation with the Secretary of State of the State of Delaware. A copy of the proposed amendment is attached to this Proxy Statement as Appendix 1. If the Name Change becomes effective, the rights of stockholders holding certificated shares under currently outstanding certificates and the number of shares represented by those certificates will remain unchanged. The Name Change will not affect the validity or transferability of any currently outstanding stock certificates nor will it be necessary for stockholders with certificated securities to surrender or exchange any stock certificates they currently hold as a result of the Name Change. The Board of Directors recommends a vote FOR approval of the amendment to change the Company name from Augme Technologies, Inc. to Hipcricket, Inc.

10 PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED ACCOUNTING FIRM Moss Adams LLP began serving as our independent auditor for the fiscal year ended February 29, The Audit Committee has selected Moss Adams LLP as our independent registered public accounting firm to conduct an audit of our accounts for fiscal year While we are not required to do so, we are submitting the selection of Moss Adams LLP as our independent registered public accounting firm to our stockholders for ratification as a matter of good corporate practice. If the stockholders fail to vote on an advisory basis in favor of the appointment, the Audit Committee will reconsider whether to retain Moss Adams LLP, and may retain that firm or another without resubmitting the matter to our stockholders. Even if stockholders vote on an advisory basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Accountant Fees and Services Our independent auditors, Moss Adams LLP, billed a total of $261,043 in fees to us for the fiscal year 2013 for audit fees, audit-related fees, and tax fees. Audit fees of $202,675 related to professional services performed for the audit of our annual financial statements and internal control over financial reporting, quarterly review of financial statements included in our Forms 10-Q, and other audit services provided in connection with other statutory and regulatory filings. Audit-related fees of $28,386 related to services provided to facilitate other filings of the Company. Tax fees of $29,982 were for professional services rendered for tax preparation, tax compliance, tax advice, and tax planning. Representatives of Moss Adams LLP are expected to be present at the Annual Meeting, will be available to answer stockholder questions, and will have the opportunity to make a statement if they desire to do so. The Board of Directors recommends a vote FOR approval of the ratification of the selection of Moss Adams LLP as our independent registered public accounting firm for the 2014 fiscal year. TRANSACTION OF OTHER BUSINESS Management does not know of any matters to be brought before the meeting other than those referred to in this Proxy Statement. If any matters which are not specifically set forth in the form of proxy and this Proxy Statement properly come before the meeting, the person designated as proxy will vote thereon in accordance with his or her best judgment.

11 STOCKHOLDER PROPOSALS Stockholder proposals complying with the requirements of our Bylaws and intended to be presented at the 2015 Annual Meeting of Stockholders (the 2015 Meeting ) must be received at our offices no later than the close of business on the 90th day, and no earlier than the close of business on the 120th day, prior to the first anniversary of the date of this Annual Meeting to be considered for inclusion in the Company s proxy statement and form of proxy relating to 2015 Meeting. However, in the event that the date of the 2015 Meeting is more than 30 days before or more than 70 days after the anniversary date of this Annual Meeting, notice by the stockholder must be delivered no earlier than the close of business on the 120th day prior to the 2015 Meeting and not later than the close of business on the later of the 90th day prior to the 2015 Meeting or the 10th day following the day on which we publicly announce the date of the 2015 Meeting. Such proposals should be directed to the attention of the Corporate Secretary, Augme Technologies, Inc., 4400 Carillon Point, 4 th Floor, Kirkland, WA

12 APPENDIX 1 Amendment to the Amended and Restated Certificate of Incorporation Changing the Company Name from Augme Technologies, Inc. to Hipcricket, Inc. CERTIFICATE of AMENDMENT to AMENDED AND RESTATED CERTIFICATE of INCORPORATION of AUGME TECHNOLOGIES, INC. Pursuant to 242 of the General Corporation Law of the State of Delaware Augme Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies and sets forth as follows: FIRST: That at a meeting of the Board of Directors of Augme Technologies, Inc. resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED: that the Certificate of Incorporation of this corporation be amended by changing Article One so that, as amended, shall be and read as follows: "The name of this Corporation is Hipcricket, Inc." SECOND: That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed this day of, Augme Technologies, Inc. By: Name: Title:

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