1. To elect six (6) directors for a one-year term to expire at the 2016 annual meeting of stockholders.
2. To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2016.
We are pleased to take advantage of Securities and Exchange Commission (the "SEC") rules that allow companies to furnish their proxy materials over the Internet. We are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials and our 2015 Annual Report on Form 10-K (the "Notice"). The Notice contains instructions on how to access those documents and to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2015 Annual Report on Form 10-K. All stockholders who do not receive a Notice will receive a paper copy of the proxy materials and the Annual Report by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials..
Our board of directors has fixed December 11, 2015 as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting and at any adjournment or postponement of the meeting.
Please note that space limitations make it necessary to limit attendance to stockholders. Registration and seating will begin at 10 a.m. Shares of common stock can be voted at the Annual Meeting only if the holder is present in person or by valid proxy.
This proxy statement is furnished to holders of common stock of ContraVir Pharmaceutical,s Inc., a Delaware corporation ("we," "us," "our," "ContraVir" or the "Company"), in connection with the solicitation of proxies by our board of directors for use at our 2015 Annual Meeting of Stockholders (the "Annual Meeting") to be held on February 4, 2016 at 10:00 a.m., local time, at the offices of the Company, located at 399 Thornall Street, First Floor, Edison, New Jersey 08837. This proxy statement is being distributed or made available, as the case may be, to stockholders on or about December 14, 2015.
Our board of directors is asking you to vote your shares by completing, signing and returning the accompanying proxy card. If you attend the Annual Meeting in person, you may vote at the Annual Meeting even if you have previously returned a proxy card. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder as described in more detail below.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON FEBRUARY 4, 2016: This proxy statement, the accompanying proxy card or voting instruction card and our 2015 Annual Report on Form 10-K are also available at http://www.pstvote.com/contravir2015.
A proxy is the legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By completing, signing and returning the accompanying proxy card, you are designating Gary S. Jacob, Ph.D. and James Sapirstein,, our Chairman and Chief Executive Officer, respectively, as your proxies for the Annual Meeting and you are authorizing Messrs. Jacob and Sapirstein to vote your shares at the Annual Meeting as you have instructed them on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we urge you to vote in one of the ways described below so that your vote will be counted even if you are unable or decide not to attend the Annual Meeting.
A proxy statement is a document that we are required by regulations of the Securities and Exchange Commission, or "SEC," to give you when we ask you to sign a proxy card designating Messrs. Jacob and Sapirstein as proxies to vote on your behalf.
We sent you this proxy statement and the enclosed proxy card because our board of directors is soliciting your proxy to vote at the 2015 annual meeting of stockholders. This proxy statement summarizes information related to your vote at the annual meeting. All stockholders who find it convenient to do so are cordially invited to attend the annual meeting in person. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.
We intend to begin making this proxy statement, the attached notice of annual meeting and the enclosed proxy card available on or about December 14, 2015 to all stockholders of record entitled to vote at the annual meeting. Stockholders who owned our common stock, series A preferred stock and series B preferred stock on December 11, 2015 are entitled to vote at the annual meeting. On this record date, there were 27,295,063 shares of our common stock outstanding.
As of December 11, 2015, there were 1,250,000 and 120,000 shares of series A preferred stock and series B preferred stock issued and outstanding, respectively. Each share of series A preferred stock and series B preferred stock are entitled to vote on any matter with the holders of Common Stock on an as converted basis. The holders of our series A preferred stock and series B preferred stock contractually agreed to restrict their ability to convert the series A preferred stock and series B preferred stock, such that the number of shares of our common stock held by each of them (and their affiliates) after such conversion or exercise does not exceed 4.99% of our then outstanding shares of common stock. As a result of the beneficial ownership limitation set forth above and based on 27,295,063 shares of common stock issued and outstanding as of the record date, the shares of series A preferred stock and series B preferred stock are convertible, at any time, into an aggregate of approximately 5,208,333 and 1,071,428 shares of common stock, subject to adjustment, respectively.
Why did I Receive in the Mail a Notice of Internet Availability of Proxy Materials this Year instead of a Full Set of Proxy Materials?
We are pleased to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we have sent to our beneficial owners and stockholders of record a Notice of Internet Availability of Proxy Materials. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. Our stockholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A stockholder's election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates its election.
We are providing paper copies of the proxy materials instead of a Notice to our beneficial owners or stockholders of record who have previously requested to receive paper copies of our proxy materials. If you are a beneficial owner or stockholder of record who received a paper copy of the proxy materials, and you would like to reduce the environmental impact and the costs incurred by us in mailing proxy materials, you may elect to receive all future proxy materials electronically via email or the Internet.
You can choose to receive future proxy materials electronically by visiting http://www.pstvote.com/contravir2015. Your choice to receive proxy materials electronically will remain in effect until you instruct us otherwise by following the instructions contained in your Notice and visiting http://www.pstvote.com/contravir2015, sending an electronic mail message to info@philadelphiastocktransfer.com, or calling 1-866-223-0448.
The SEC has enacted rules that permit us to make available to stockholders electronic versions of the proxy materials even if the stockholder has not previously elected to receive the materials in this manner. We have chosen this option in connection with the Annual Meeting with respect to both our beneficial owners and stockholders of record.
Proposal 2: Ratification of the appointment of BDO USA, LLP as the company's independent registered public accountants for the fiscal year ending June 30, 2016.
Each share of our common stock (including shares of common stock issuable upon conversion of the series A preferred stock and series B preferred stock) that you own as of December 11, 2015 entitles you to one vote.
With respect to the election of directors, you may either vote "For" all the nominees to the board of directors or you may "Withhold" your vote for any nominee you specify. For the ratification of the appointment of BDO USA, LLP as the Company's independent registered public accountant you may vote "For" or "Against" or abstain from voting.
If you are a stockholder of record, you may vote in person at the annual meeting or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure that your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy. To vote in person, come to the annual meeting and we will give you a ballot at the annual meeting. To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you properly complete your proxy card and send it to us in time to vote, your proxy (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your shares will be, as permitted, voted as recommended by our board of directors. If any other matter is presented at the annual meeting, your proxy (one of the individuals named on your proxy card) will vote in accordance with his or her best judgment. As of the date of this proxy statement, we knew of no matters that needed to be acted on at the meeting, other than those discussed in this proxy statement.
The presence at the annual meeting, in person or by proxy, of holders representing a majority of our outstanding common stock (including shares of common stock issuable upon conversion of the series A preferred stock and series B preferred stock after taking into account the beneficial ownership limitation of 4.9% of the number of shares of common stock issued and outstanding on the record date) as of December 11, 2015, or approximately 16,820,987 shares, constitutes a quorum at the meeting, permitting us to conduct our business.
Proposal 2: Ratification of Independent Registered Public Accounting Firm. To be approved, Proposal 2 must receive "For" votes from the holders of a majority of the shares of common stock present or represented by proxy and entitled to vote at the annual meeting.
You may attend the Annual Meeting if you are listed as a stockholder of record as of December 11, 2015 and bring proof of your identity. If you hold your shares in street name through a broker or other nominee, you will need to provide proof that you are the beneficial owner of the shares by bringing either a copy of a brokerage statement showing your share ownership as of December 11, 2015, or a legal proxy if you wish to vote your shares in person at the Annual Meeting. In addition to the items mentioned above, you should bring proof of your identity.
Shares held directly in your name as the stockholder of record may be voted in person at the Annual Meeting. If you choose to do so, please bring proof of your identity to the Annual Meeting. Shares held in street name beneficially owned may be voted by you if you receive and present at the Annual Meeting a proxy from your broker or nominee, together with proof of your identity. Even if you plan to attend the Annual Meeting, we urge you to vote in one of the ways described below so that your vote will be counted if you are unable or decide not to attend the Annual Meeting. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you change your proxy instructions as described below.
·By Mail—You may do this by marking, dating and signing your proxy card or, for shares held in street name, the voting instruction card provided to you by your broker or nominee, and mailing it in the enclosed, self-addressed, postage prepaid envelope. No postage is required if mailed in the United States.
A broker non-vote occurs if you hold shares in "street name" and do not provide voting instructions to your broker on a proposal and your broker does not have the discretionary authority to vote on such proposal. Matters subject to stockholder vote are classified as "routine" or "non-routine." In the case of non-routine matters, brokers may not vote shares held in "street name" for which they have not received voting instructions from the beneficial owner ("Broker Non-Votes"), whereas they may vote those shares in their discretion in the case of any routine matter. Broker Non-Votes will be counted for purposes of calculating whether a quorum is present at the stockholder meetings, but will not be counted for purposes of determining the numbers of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal. A broker is entitled to vote shares held for a beneficial holder on routine matters, such as Proposal 2 (the ratification of the appointment of BDO USA, LLP as our independent registered public accountants for 2016), without instructions from the beneficial holder of those shares. On the other hand, absent instructions from the beneficial holders of such shares, a broker will not be entitled to vote shares held for a beneficial holder on certain non-routine items, such as Proposal 1. Broker Non-Votes for Proposal 1 will have the same effect as an "AGAINST" vote. It is therefore important that you provide instructions to your broker if your shares are held by a broker so that your vote may be recorded. Votes cast by proxy or in person at the stockholder meetings will be tabulated by the inspectors of election appointed for the stockholder meetings, who also will determine whether a quorum is present.
certain non-routine matters. Because the election of directors is determined by a plurality of votes cast, abstentions will not be counted in determining the outcomes of such proposal.
I share the same address with another shareholder of the Company. Why has our household only received one set of proxy materials?
The SEC's rules permit us to deliver a single set of proxy materials to one address shared by two or more of our shareholders. This practice, known as "householding," is intended to reduce our printing and postage costs. We have delivered only one set of proxy materials to shareholders who hold their shares through a bank, broker or other holder of record and share a single address, unless we received contrary instructions from any shareholder at that address. However, any such street name holder residing at the same address who wishes to receive a separate copy of the proxy materials may make such a request by contacting the bank, broker or other holder of record.
We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of ccommunication. Directors and employees will not be paid any additional compensation for soliciting proxies but may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation. We will also reimburse brokerage firms, banks and other agents for their reasonable out-of-pocket expenses incurred in forwarding proxy materials to beneficial owners.
When are Stockholder Proposals Due for the 2016 Annual Meeting?
Any appropriate proposal submitted by a stockholder and intended to be presented at the 2016 Annual Meeting must be submitted in writing to the Company's Secretary at 399 Thornall Street, First Floor, Edison, New Jersey 08837, and received no later than November 5, 2016, to be includable in the Company's proxy statement and related proxy for the 2016 Annual Meeting. A stockholder proposal will need to comply with the SEC regulations under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Although the Board of Directors will consider stockholder proposals, we reserve the right to omit from our proxy statement, or to vote against, stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.
The Company's By-laws currently specify that the number of directors shall consist of one or more members, the exact number of which shall initially be fixed from time to time by the Board of Directors (the "Board"). The Company's Board currently consists of six (6) persons, all of whom have been nominated by ContraVir to stand for re-election. Each director is elected or nominated to the Board until the following annual meeting of stockholders and until his successor has been elected and qualified or until the director's earlier resignation or removal.
The Board based on the recommendation of the Nominating and Corporate Governance Committee has nominated Gary S. Jacob, John P. Brancaccio, Christopher McGuigan, James Sapirstein, Timothy Block and Arnold Lippa for election as directors of ContraVir. All of the nominees are existing directors of ContraVir and each of the nominees has consented to being named as a nominee for director of ContraVir and has agreed to serve if elected.
Set forth below are the nominees to be elected to serve until the 2016 annual meeting of stockholders or until their respective successors have been duly elected and qualified.
To be elected as a director, each nominee must receive a plurality of the votes cast by the holders of our common stock.
Should any nominee become unable or unwilling to accept election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person our board of directors may nominate or designate. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.
biotechnology company chief executive officer provides him with valuable management and leadership abilities which the Board believes qualifies him to be a director of our company.
James Sapirstein has served as our Chief Executive Officer and a Director since March 19, 2014. Mr. Sapirstein was the chief executive officer of Alliqua Therapeutics at Alliqua Inc., where he helped lead the transformation of transdermal wound care and drug delivery technology into a premier wound care organization from October 2012 to February 2014. Mr. Sapirstein was the chief executive officer of Tobira Therapeutics, a New Jersey based biopharmaceutical company focused on the development of novel HIV and infectious disease compounds, from October 2006 to April 2011. From June 2002 until May 2005, Mr. Sapirstein was Executive Vice President for Serono Laboratories where he led a team of over 100 professionals to rebuild a struggling HIV and pediatric growth hormone business. Mr. Sapirstein also served in the Global Marketing group at Gilead, beginning in 2000 where he led and developed the global marketing strategy for its flagship HIV drug, Viread as well as played a key role in the development of the drug combination strategy that resulted in Gilead's acquisition of Triangle's nucleoside portfolio. He held a number of positions at Hoffmann-LaRoche, including Product Director and International Operations Manager, and was actively involved with numerous product launches including several antivirals. In 1996, he became the Director of International Marketing of the Infectious Disease Division at Bristol Myers Squibb (BMS). Mr. Sapirstein directed the international HIV product marketing strategy at BMS and was an integral part of the international development and launch of a number of infectious disease products while at BMS. Mr. Sapirstein is a director of Panther Biotechnology, Inc., a biotechnology company.
John P. Brancaccio, a retired CPA, has served as a director of our company since May 15, 2013 and as a director of Synergy Pharmaceuticals, Inc. since July 2008. Since April 2004, Mr. Brancaccio has been the Chief Financial Officer of Accelerated Technologies, Inc., an incubator for medical device companies. From May 2002 until March 2004, Mr. Brancaccio was the Chief Financial Officer of Memory Pharmaceuticals Corp., a biotechnology company. From 2000 to 2002, Mr. Brancaccio was the Chief Financial Officer/Chief Operating Officer of Eline Group, an entertainment and media company. Mr. Brancaccio is currently a director of Tamir Biotechnology, Inc. (formerly Alfacell Corporation) as well as a director of Trovagene, Inc. Mr. Brancaccio's chief financial officer experience provides him with valuable financial and accounting expertise which the Board believes qualifies him to serve as a director of our company.
Christopher McGuigan, Ph.D. has served as a director of our company since May 15, 2013 and as a director of Synergy Pharmaceuticals, Inc. since July 2008. Since 1995, Dr. McGuigan has been Professor of Medicinal Chemistry, Welsh School of Pharmacy, Cardiff University, UK. He is also Executive Chair of the Life Sciences Hub Wales, LTD, and Chari of the National Research Network in Health and Life Sciences for the Welsh Government. Dr. McGuigan is immediate past president of the International Society for Antiviral Research. Dr. McGuigan has over 220 publications and 50 patent applications. Dr. McGuigan was Chairman of Departmental Research Committee and Director of Research, Head of Medicinal Chemistry. Dr. McGuigan currently serves as a director of Synergy Pharmaceuticals, Inc. and Tiziana Life Sciences (London). Dr. McGuigan's experience in developing new drug agents from discovery to human clinical trials, with three of his agents reaching human clinical trials, qualifies him to serve as a director of our company.
Dr. Block was named an elected Fellow of the American Association for the Advancement of Science (AAAS). Dr. Block's experience and expertise in the medical field with respect to Hepatitis B qualifies him to serve as a director of our company.
Arnold Lippa, PhD. has served as a director of our company since November 30, 2015. Dr. Lippa has been Executive Chairman of the Board of Cortex Pharmaceuticals Inc., since March 2013, and was appointed Chief Scientific Officer in August 2015. Previously, he served as Chief Executive Officer and President. He is also Chairman of the Board of Xintria Pharmaceutical Corporation, which he co-founded in 2006. Dr. Lippa is a Managing Member and founder of T Morgen Capital LLC, which is an investment and management company specializing in the creation and management of biomedical companies. Since 2005, T Morgen Capital has been a significant equity owner and a managing member of Aurora Capital LLC, a life science focused FINRA member firm, where Dr. Lippa represents T Morgen Capital as a Manager. In 2004, Dr. Lippa co-founded and currently is representing T Morgen Capital, a Managing Member, as a Manager of Atypical BioCapital Management LLC and Atypical BioVentures Fund LLC, a life science fund management company and fund, respectively, both of which are affiliates of Aurora Capital. Dr. Lippa was a founder of DOV Pharmaceutical, Inc., and served as Chairman of the Board and Chief Executive Officer from its inception in April 1995 until 2005. Prior to DOV, Dr. Lippa co-founded and co-managed a number of life sciences companies, including Praxis Pharmaceuticals, Inc., which he co-founded and took public in 1985, serving as President and Chief Operating Officer from 1984 until 1987. Dr. Lippa's experience as a biotechnology company executive and a financier qualifies him to be a director of our company.
We have a separate Chairman of the Board, Dr. Jacob, and Chief Executive Officer, Mr. Sapirstein. We believe that having an independent director serve as our Chairman allows our CEO to focus on our business, while allowing the Chairman to fulfill his fundamental Board leadership role, which includes providing advice to and independent oversight of our Board. As Chairman, Dr. Jacob serves as the primary liaison between the CEO and the independent directors and provides strategic input and counseling to the CEO. With input from other members of the board of directors, committee chairs and management, he presides over meetings of the board of directors. Dr. Jacob has developed an extensive knowledge of our company, its challenges and opportunities and has a productive working relationship with our senior management team.
The board of directors, as a unified body and through committee participation, organizes the execution of its monitoring and oversight roles and does not expect its Chairman to organize those functions. The board of directors has three standing committees — Audit, Compensation and Corporate Governance/Nominating. The membership of each of the board committees is comprised of independent directors, with each of the committees having a separate chairman, each of whom is an independent director. Our non-management members of the board of directors meet in executive session at each board meeting.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. Management is responsible for the day-to-day management of risks the company faces, while the board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
The board of directors recognizes that different leadership models may, depending upon individual circumstances, work for other companies and may be appropriate for ContraVir under different circumstances. The board of directors believes that ContraVir will be greatly benefited from having a single person setting the tone and direction for ContraVir and having primary responsibility for managing its operations, while allowing the board of directors to carry out its oversight responsibilities with the full involvement of each independent director. Our CEO communicates frequently with members of the board to discuss strategy and challenges facing the company. Senior management usually attends our regular quarterly board meetings and is available to address any questions or concerns raised by the board of directors on risk management-related and any other matters. Each quarter, the board of directors receives presentations from senior management on matters involving our areas of operations.
·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 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 registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
The Board oversees, counsels, and directs management in the long-term interest of ContraVir and its shareholders. The Board's responsibilities include establishing broad corporate policies and reviewing the overall performance of ContraVir. The Board is not, however, involved in the operating details on a day-to-day basis.
During the fiscal year ended June 30, 2015, our Board met 6 times, including telephonic meetings, the Audit Committee met 4 times, the Compensation Committee met 4 times and Corporate Governance/Nominating Committee did not meet at all. All directors attended at least 100% of the aggregate number of meetings of the Board and all of the Audit Committee members attended 100% of the Audit Committee meetings.
The Audit Committee currently consists of John Brancaccio, chairman of the Audit Committee, Timothy Block and Christopher McGuigan. We believe that each of Mr. Brancaccio, Mr. Block and Mr. McGuigan is "independent" as that term is defined under applicable SEC and NASDAQ rules. Mr. Brancaccio is our audit committee financial expert. The board of directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The charter is available on our website at www.contravir.com.
The Compensation Committee has responsibility for assisting the board of directors in, among other things, evaluating and making recommendations regarding the compensation of the executive officers and directors of our company; assuring that the executive officers are compensated effectively in a manner consistent with our stated compensation strategy; producing an annual report on executive compensation in accordance with the rules and regulations promulgated by the SEC; periodically evaluating the terms and administration of our incentive plans and benefit programs and monitoring of compliance with the legal prohibition on loans to our directors and executive officers.
The Compensation Committee currently consists of Timothy Block, chairman of the Compensation Committee, and John Brancaccio. We believe that all of the members are "independent" under the current listing standards of NASDAQ. The board of directors has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee which is available on our website at www.contravir.com.
None of the members of our compensation committee is an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity, excluding Synergy Pharmaceuticals, Inc. ("Synergy"), that has one or more executive officers serving on our board of directors or compensation committee. Dr. Jacob has served as Synergy's president, Chief Executive Officer and a Director since July 2008. Mr. Brancaccio and Dr. McGuigan have served as directors of Synergy since July 2008. Mr. Brancaccio is currently a member of Synergy's Compensation Committee.
for the chief executive officer and other executive officers; development and evaluation of criteria for Board membership such as overall qualifications, term limits, age limits and independence; and oversight of compliance with the Corporate Governance Guidelines. The Corporate Governance/Nominating Committee shall identify and evaluate the qualifications of all candidates for nomination for election as directors. Potential nominees are identified by the Board of Directors based on the criteria, skills and qualifications that have been recognized by the Corporate Governance/Nominating Committee. While our nomination and corporate governance policy does not prescribe specific diversity standards, the Corporate Governance/Nominating Committee and its independent members seek to identify nominees that have a variety of perspectives, professional experience, education, differences in viewpoints and skills, and personal qualities that will result in a well-rounded Board of Directors.
The Corporate Governance/Nominating Committee currently consists of Timothy Block, chairman of the Compensation Committee, and John Brancaccio. We believe that all of the members are "independent" under the current listing standards of NASDAQ. The board of directors has adopted a written charter setting forth the authority and responsibilities of the Corporate Governance/Nominating Committee which is available on our website at www.contravir.com.
Stockholders seeking to communicate with our Board should submit their written comments to our Chief Executive Officer, James Sapirstein, at ContraVir Pharmaceuticals, Inc., 399 Thornall Street, First Floor, Edison, NJ 08837. Mr. Sapirstein will forward such communications to each member of our Board; provided that, if in the opinion of Mr. Sapirstein it would be inappropriate to send a particular stockholder communication to a specific director, such communication will only be sent to the remaining directors (subject to the remaining directors concurring with such opinion).
Based on a review of the copies of such forms received, we believe that during the year ended June 30, 2015, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.
The full text of the Code of Business Conduct and Ethics is posted on our website at http://www.contravir.com. Any waiver of the Code of Business Conduct and Ethics for directors or executive officers must be approved by our Audit Committee. We will disclose future amendments to our Code of Business Conduct and Ethics, or waivers from our Code of Business Conduct and Ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website within four business days following the date of the amendment or waiver. In addition, we will disclose any waiver from our Code of Business Conduct and Ethics for our other executive officers and our directors on our website. A copy of our Code of Business Conduct and Ethics will also be provided free of charge upon request to: Secretary, ContraVir Pharmaceuticals Inc. 399 Thornall Street, First Floor, Edison, NJ 08837.
expect to grant new directors, including the directors who will be joining our board, a one-time equity award in the form of stock options in connection with their election to the board.
As of June 30, 2015, we have recorded a liability of approximately $55,000 related to director fees, which was paid in July 2015.
(1) On December 3, 2014, we issued options to purchase (i) 420,000 shares of our common stock at an exercise price of $1.50 per share to Gary Jacob, our Chairman of the Board, for services rendered, (ii) 38,759 shares of our common stock at an exercise price of $1.50 per share to John Brancaccio, a director, for services rendered, (iii) 118,638 shares of our common stock at an exercise price of $1.50 per share to Christopher McGuigan, a director, for services rendered, and (iv) 29,911 shares of our common stock at an exercise price of $1.50 per share to Tim Block, a director, for services rendered.
(2) Represents the fair value of incentive stock options granted during the year ended June 30, 2015 using the Black-Scholes model for computing stock-based compensation expense as of the date of grant.
If a quorum is present and voting at the annual meeting, each nominee must receive a plurality of the votes cast by the holders of our common stock to be elected to our Board. Votes withheld from any nominee, abstentions and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.
The Audit Committee has selected BDO USA, LLP, as the Company's independent registered public accountants for the fiscal year ending June 30, 2016 and has further directed that management submit the selection of independent registered public accountants for ratification by the stockholders at the annual meeting. Representatives of BDO USA, LLP are not expected to be present at the annual meeting.
Stockholder ratification of the selection of BDO USA, LLP as the Company's independent registered public accountants is not required by Delaware law, the Company's certificate of incorporation, or the Company's bylaws. However, the Audit Committee is submitting the selection of BDO USA, LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accountants at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the annual meeting will be required to ratify the selection of BDO USA, LLP. Abstentions will be counted toward the tabulation of votes cast on Proposal 2 and will have the same effect as negative votes. Broker non-votes will be counted towards a quorum, but will not be counted for any purpose in determining whether Proposal 2 has been approved.
The aggregate fees billed and unbilled for the fiscal years ended June 30, 2015 and 2014 for professional services rendered by our principal accountants for the audits of our annual financial statements on Form 10 and Form 10-K, the review of our financial statements included in our quarterly reports on Form 10-Q and consultations and consents were approximately $287,000 and $247,000, respectively.
There were no fees billed for the fiscal year ended June 30, 2015 and 2014 for audit related fees by our principal accountants.
There was approximately $11,000 billed for the fiscal year ended June 30, 2015 and no fees billed for the fiscal year ended June 30, 2014 for professional services rendered by our principal accountants for tax compliance. There were no other fees billed for the years ended June 30, 2015 or 2014.
Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our principal accountants on a case-by-case basis. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. Our Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all of the services provided by our principal accountants.
The affirmative vote of a majority of the shares of common stock present or represented by proxy and entitled to vote at the meeting will be required to ratify the selection of BDO USA, LLP.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE TO RATIFY THE SELECTION OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2016.
We have reviewed and discussed with management the Company's audited financial statements as of and for the fiscal year ended June 30, 2015.
We have reviewed and discussed with management and BDO USA, LLP, our independent registered public accounting firm, the quality and the acceptability of the Company's financial reporting and internal controls.
We have discussed with BDO USA, LLP, the overall scope and plans for their audit as well as the results of their examinations, their evaluations of the Company's internal controls, and the overall quality of the Company's financial reporting.
We have discussed with management and BDO USA, LLP, such other matters as required to be discussed with the Audit Committee under Auditing Standard No. 16, as adopted by the Public Company Accounting Oversight Board (the "PCAOB") in Rule 3200T, and other auditing standards generally accepted in the United States, the corporate governance standards of the NASDAQ Stock Market and the Audit Committee's Charter.
Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the financial statements referred to above be included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2015 for filing with the SEC.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days of December 11, 2015, pursuant to the exercise of options or warrants, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based on 27,295,063 shares of common stock outstanding on December 11, 2015.
John Sullivan-Boyai has served as our Chief Medical Officer since January 19, 2015. From August 2014 until January 2015, Dr. Sullivan- Bolyai was the Executive Director of Infectious Disease clinical research at Merck & Co. Inc. where he oversaw multiple HCV protocols in all three phases of clinical development. From June 2007 until August 2014, he was the Vice-President of Clinical Research at Idenix Pharmaceuticals Inc. where he managed all medical aspects of the HIV and HCV programs. Additionally, he was responsible for the transition of Idenix's clinical team to Merck, which acquired Idenix. Prior to joining Idenix, Dr. Sullivan-Bolyai worked at Anadys Pharmaceuticals on hepatitis C and at Valeant Pharmaceuticals International on Valeant's nucleotide prodrug for the treatment of chronic hepatitis B infection. Previously, he held various medical and operations positions at Biomeasure and Serono Laboratories in Massachusetts, working on coagulation, immunomodulatory, endocrine, and gastrointestinal compounds. He began his career with Hoffmann-La Roche where he worked on a variety of compounds for the treatment of bacterial infections, HCV and HIV. Dr. Sullivan-Bolyai received an MD, MPH from the University of Washington in Seattle. He completed his infectious diseases fellowship training at the Children's Orthopedic Hospital and Medical Center, Seattle, WA, followed by academic positions at UCLA and the University of Illinois.
The following table contains compensation information for our prior Chief Executive Officer and certain other executives who were the most highly compensated executive officers for the fiscal years ended June 30, 2015 and 2014.
(1) Represents the fair value of incentive stock options granted during the year ended June 30, 2015 using the Black-Scholes model for computing stock-based compensation expense as of the date of grant.
(2) Mr. Hornung resigned as Chief Financial Officer on November 16, 2015.
(3) John Sullivan-Bolyai, our new Chief Medical Officer, was hired on January 13, 2015. On January 19, 2015, we issued him options to purchase 135,000 shares of our common stock. These options vest over 3 years, expire on January 19, 2025 and have an exercise price of $2.56 per share.
(4) Effective October 1, 2013, Dr. Jacob was elected Chairman of the Board. Effective March 19, 2014, Dr. Jacob resigned his position as Chief Executive Officer of the Company. Dr. Jacob agreed to payment in the form of stock options in lieu of salary.
On January 13, 2015, we entered into an executive agreement with John Sullivan-Bolyai, M.D., MPH, effective January 19, 2015, under which he will serve as Chief Medical Officer of the Company. Pursuant to the terms of his employment agreement, Dr. Sullivan-Bolyai will receive an annual salary of $320,000. He also received 135,000 options with an exercise price of $2.56 which vest over three years. He is eligible to receive a cash bonus of up to 25% of his base salary upon achievement of performance milestones. If Dr. Sullivan-Bolyai's employment is terminated without cause or for good reason (as defined in his employment agreement), he will be entitled to receive a severance payment equal to base salary for nine months from date of termination in addition to any earned but unpaid salary and bonus.
Effective June 23, 2014, we entered into an executive agreement with William Hornung, under which he will serve as the Company's Chief Financial Officer. Pursuant to the terms of his employment agreement, Mr. Hornung will receive an annual salary of $220,000. He also received 100,000 options with an exercise price of $1.70 which vest over three years. He is eligible to receive a cash bonus of up to 25% of his base salary upon achievement of performance milestones. If Mr. Hornung's employment is terminated without cause or for good reason (as defined in his employment agreement), he will be entitled to receive a severance payment equal to base salary for nine months from date of termination in addition to any earned but unpaid salary and bonus. Mr. Hornung resigned as Chief Financial Officer on November 16, 2015. In connection with his resignation, Mr. Hornung entered into a severance agreement with the Company pursuant to which, among other things, Mr. Hornung received a severance payment of $120,000.
price of our common stock is $6.25 or more and the value of the common stock daily trading volume is $625,000 or more. If Mr. Sapirstein's employment is terminated without cause or for good reason (as defined in his employment agreement), he will be entitled to receive a severance payment equal to base salary for twelve months from date of termination in addition to any earned but unpaid salary and bonus and payment of the cost of medical insurance for a period of twelve months following termination.
We are a party to a Master Services Agreement dated June 19, 2014 with Clinical Supplies Management, Inc., or CSM, pursuant to which CSM provides us with pharmaceutical and clinical supply management services in support of our clinical research programs. James Sapirstein, our CEO, is a director of CSM which is a private company. For the fiscal year ended June 30, 2015, we paid CSM $509,532.
On January 23, 2014 we entered into a three year consulting agreement with Chris McGuigan, Ph.D. for scientific and technical advisory services. Dr. McGuigan is a director of our company and was instrumental in the early development of our FV-100 drug candidate. His total compensation under the agreement is a grant of 250,000 common stock options, at an exercise price of $0.37 per share, vesting over three years.
On May 29, 2015, we entered into a Sponsored Research Agreement with Baruch S. Blumberg Institute, or Blumberg Institute, pursuant to which we are sponsoring research by investigators affiliated with the Blumberg Institute with respect to CMX157. Dr. Timothy Block, a director of our company, is President of the Blumberg Institute. For the fiscal year ended June 30, 2015, we paid the Blumberg Institute $2,109.34. For August 2015, we paid the Blumberg Institute $102,500.
ContraVir has no knowledge of any other matters that may come before the Annual Meeting and does not intend to present any other matters. However, if any other matters shall properly come before the meeting or any adjournment, the persons soliciting proxies will have the discretion to vote as they see fit unless directed otherwise.
If you do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, ContraVir will cancel your previously submitted proxy.
Our Board will consider proposals and director candidates recommended by our stockholders of record. Stockholders of record who wish to make a proposal or recommend individuals for consideration by our Board to become nominees for election to our Board at an annual meeting of stockholders must do so by delivering a written proposal or recommendation to our Board, c/o ContraVir Pharmaceuticals, Inc., 399 Thornall Street, First Floor, Edison, New Jersey 08837, Attn: Corporate Secretary, no later than the close of business on the 90th day nor earlier than the 120th day prior to the anniversary date of the initial mailing of our proxy statement for our preceding year's annual meeting of stockholders. In the event the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received no later than the close of business on the 10th day following the date on which such notice of the date of the annual meeting was mailed or the public disclosure of the date of the annual meeting was made, whichever first occurs. If no annual meeting was held in the previous year, then a shareholder's notice, in order to be considered timely, must be received by the Secretary of the Corporation not later than the later of the close of business on the 90th day prior to such annual meeting or the 10th day following the day on which notice of the date of the annual meeting was mailed or public disclosure of such date was made.
The Company may satisfy SEC rules regarding delivery of proxy materials, including the proxy statement, annual report and Notice, by delivering a single Notice and, if applicable, a single set of proxy materials to an address shared by two or more Company stockholders. This delivery method can result in meaningful cost savings for the Company. In order to take advantage of this opportunity, the Company may deliver only one Notice and, if applicable, a single set of proxy materials to multiple stockholders who share an address, unless contrary instructions are received prior to the mailing date. Similarly, if you share an address with another stockholder and have received multiple copies of our Notice and/or other proxy materials, you may write or call us at the address and phone number below to request delivery of a single copy of the Notice and, if applicable, other proxy materials in the future. We undertake to deliver promptly upon written or oral request a separate copy of the Notice and, if applicable, other proxy materials, as requested, to a stockholder at a shared address to which a single copy of the Notice and/or other proxy materials was delivered. If you hold stock as a record stockholder and prefer to receive separate copies of a Notice and, if applicable, other proxy materials either now or in the future, please contact the Company's Investor Relations department at 399 Thornall Street, First Floor, Edison, NJ 08837 or by telephone at (732) 902-4000. If your stock is held through a brokerage firm or bank and you prefer to receive separate copies of a Notice and, if applicable, other proxy materials either now or in the future, please contact your brokerage firm or bank.
CONTRAVIR PHARMACEUTICALS, INC. PROXY FOR ANNUAL MEETING TO BE HELD ON FEBRUARY 4, 2016 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints, Gary S. Jacob and James Sapirstein, and each of them, as proxies of the undersigned, each with full power of substitution, to represent and to vote all the shares of common stock of ContraVir Pharmaceuticals, Inc. (the "Company"), which the undersigned would be entitled to vote, at the Company's Annual Meeting of Stockholders to be held on February 4, 2016 and at any adjournments thereof, subject to the directions indicated on this Proxy Card. In their discretion, the proxy is authorized to vote upon any other matter that may properly come before the meeting or any adjournments thereof. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE PROPOSAL LISTED BELOW. IMPORTANT—This Proxy must be signed and dated below. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on February 4, 2016 at 10:00 a.m. local time at the offices of ContraVir Pharmaceuticals, Inc. located at 399 Thornall Street, First Floor, Edison, New Jersey 08837. The proxy statement and 2015 annual report on Form 10-K are available at www.pstvote.com/contravir2015. THIS IS YOUR PROXY YOUR VOTE IS IMPORTANT! Dear Stockholder: We cordially invite you to attend the Annual Meeting of Stockholders of ContraVir Pharmaceuticals, Inc. to be held at the offices of the Company located at 399 Thornall Street, First Floor, Edison, New Jersey, 08837, on Thursday, February 4, 2016, beginning at 10:00 a.m. local time. Please read the proxy statement which describes the proposals and presents other important information, and complete, sign and return your proxy promptly in the enclosed envelope. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED AND FOR PROPOSAL 2. 1.Election of Directors Nominees FOR WITHHOLD 01. Gary S. Jacob 02. James Sapirstein 03. John P. Brancaccio 04. Christopher McGuigan 05. Timothy Block 06. Arnold Lippa 2.Proposal to ratify BDO USA, LLP as ContraVir's independent registered public accountants for fiscal year ending June 30, 2016. FOR AGAINST ABSTAIN Date: Signature of Stockholder Date: Signature of Stockholder NOTE: Please sign exactly as your name or names appear hereon. When shares are held by joint owners, both must sign. When signing as attorney, executor, administrator, trustee or guardian, please give title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
«Name 1» «Name 2» «Name 3» «Name 4» «Name 5» «Name 6» Voting Instructions You may vote your proxy in the following ways: Via Internet: Login to www.pstvote.com/contravir2015 Enter your control number (12 digit number located below) Via Mail: Philadelphia Stock Transfer, Inc. 2320 Haverford Rd., Suite 230 Ardmore, PA 19003 CONTROL NUMBER «Control #» You may vote by Internet 24 hours a day, 7 days a week. Internet voting is available through 11:59 p.m., prevailing time, on February 3, 2016. Your Internet vote authorizes the named proxies to vote in the same manner as if you marked, signed and returned your proxy card.


For two years now I've been thinking about revising my site, the intent being to make more frequent contributions about the design and development of interactive entertainment that involves the user on an emotional level. The main motivation for increasing my presence is that I've hardened in my belief that too many games fail in this regard simply because there is a lack of understanding about how writing and design choices impact the emotional potential of interactive works. Leaving aside whether I'm personally qualified to exploit that potential, the fact remains that our industry is still struggling to define techniques with which we can reliably generate the same depth of emotional experience that audiences enjoy from movies, television, theater and literature.
It was with this lofty goal in mind, then, that I began to tinker again with a new site design prior to the 2002 Game Developers Conference (GDC). Unfortunately, as had happened several times before, I quickly ran up against my own limitations and the limitations of the web development software I was using. Frustrated as I was, however, I vowed to persevere against all odds this time, and committed to having the new site up before I left for the conference in mid-March.
Despite my dedicated and considerable efforts, however, each step forward was met with a half-step back. Even common site design features were simply not available to me because of the limitations of the software, or my lack of understanding of the same. As time wore on and the GDC hurtled toward me I became increasingly distracted by the idea that a local web developer could rescue me from my self-imposed predicament. When this seductive fantasy began to sap what little remained of my resolve I decided to quash the idea once and for all.
So I called Marti Mullen, a friend in the web development business, my hope being that her rock-bottom quote for a new site would come in at around a half a million dollars. That would make it clear that it was up to me to get the job done, and I could quit trying to reach my goals through means other than hard work. To my surprise her price actually seemed quite reasonable, and as we talked about the issues I was wrestling with I became convinced that she not only could, but would take care of my needs in every way. I left the conversation feeling more relief at the idea of being allied with a group of professionals than I would have thought possible, and I told her I'd call her back if I thought I could justify the expense.
Not surprisingly, what followed was substantial internal debate, which, had I scripted it, would have invariably called for a little angel sitting on one shoulder and a little devil sitting on the other. Rationales for approving the expense, and thereby relieving me of my self-imposed obligation, competed full-tilt with the reality that there would be no clear way for me to generate a direct return on such an investment. Despite the fairness of the price, for a sole proprietor it was going to be a considerable outlay, and I simply couldn't see how to balance the books.
Poised to err on the side of caution, I realized suddenly that I was falling down on the same issue that I was frustrated with in my own industry. Here I was, famously unqualified to build a web site of even marginal complexity or functionality, yet I was still thinking of doing it myself to save a few bucks and gratify my own ego. How would that be any different from a game developer with no writing or design background who insisted on acting in those roles simply to wield power or save a few dollars? The answer was that it wasn't any different, because in both cases the wants and needs of the intended audience were being completely ignored.
I'm still uncomfortable with how long it took me to recognize that customer satisfaction was the key issue I was facing, as opposed to how much the site would cost, or whether I could warm my soul by taking credit for its design and development. Maybe I didn't see it because my original home-grown site had served me well, or because I wasn't thinking about how the new site objective (communication) was different from the old one (online resume). What was clear, however, was that I hadn't spent the past fifteen years as a web developer, I'd spent it as a writer and designer. If I honestly felt that my skill set, fueled by long years of practice and experience, was of value to the end users of the interactive entertainment I helped to create, how could I deny that that same kind of professionalism would be of value to the visitors of my site?
In the end it was a simple decision. If I believed I was right about the interactive industry's need to take writing and design more seriously, then I literally needed to put my money where my mouth was in order to build a site that would help me most effectively make that case. And that was true even if I couldn't figure out how to generate a direct return on my investment, because that wasn't the appropriate financial test. The only issue that mattered economically was whether the expense would bankrupt me, because that would by definition preclude me from attaining my goal. As long as I had the funds, and I did, I needed to treat money as a means of improving effectiveness, not as an end in itself.
The site I ended up with was the result of all this anguish, and its simplicity was the result of intention, not restriction. In fact, a number of the design choices I made in preference of simplicity were actually difficult to implement, and it was only because I had professionals doing the heavy lifting that I was able to achieve the clean look and feel I desired as well as the functionality I wanted to provide.
In the end, not only did Marti and her staff at Procend do the job I hired them to do, but they solved problems I hadn't anticipated, walked me through decisions I didn't fully understand, and helped me exceed the goals I'd set out to achieve. In particular, Marti's Creative Director, Karl Koch (pronounced 'cook'), not only helped me solve every issue I was wrestling with, but he also helped me define exactly what it was I was trying to accomplish in the first place. While it's one thing to give the customer what they want, it's another thing entirely to make sure they get what they really need, and Karl saw to that at every stage.
If that all sounds like a sales pitch, it is, but not for Procend. One look at Marti's client list will tell you she doesn't need any favors from me. Instead, my pitch is that the people leading the development of interactive works need to put their customers first as well, both by rejecting the opportunity to indulge their own creative vanities, and by budgeting for the involvement of professionals who can maximize the narrative potential of the games they are making. If my own experience with the design and development of this simple web site is any measure, those developers with the courage to take these steps will ultimately be more likely – not less likely – to fully realize their vision.


text:
How Amex got the GCI news coverage it wanted; document reveals ties that papers don't mention
Gannett newspapers in 15 U.S. markets this month will publish short profiles of up to 150 small retailers, in a holiday shopping series sponsored exclusively by American Express.
But the stories published online so far are vague about the credit card company's involvement -- showing the nation's biggest newspaper publisher is once more testing the limits of Journalism 101 Ethics.
At papers in Asbury Park, N.J.; Brevard, Fla.; Louisville, Ky., and Phoenix, readers are told only that the stories are "presented" by American Express.
However, they aren't told the retailers are all supposed to be those accepting American Express cards, according to an internal GCI document provided to me by a reader.
The stories at the four newspapers all have the same one-paragraph format and cheery, upbeat tone. (See examples, below.)
Banikarim
Banikarim's version
The series is being coordinated by Gannett Custom Media, the advertorial shop that was turned over to Chief Marketing Officer Maryam Banikarim earlier this year.
Banikarim didn't offer many details when she described the series in her most recent monthly On the Road newsletter. She wrote: "Gannett is working with American Express on a cross divisional campaign to promote its Small Business Saturday initiative."
But the document, a guide for photographers working on the series, is much more explicit.
"In a deal with American Express," it says, "Gannett Co. Inc., is producing a sales campaign around Small Business Saturday called Shopping Main Street. The two-week campaign starts Nov. 23, a couple of days before Black Friday and will feature local small businesses that are American Express merchants in 15 Gannett markets."
'Trusted news' vs. advertising
American Express merchants are those retailers that accept its credit cards. The Shopping Main Street campaign is designed to drive shoppers toward small retailers on Nov. 26, the day after Black Friday, the traditional start of the holiday shopping period.
Although American Express is a major sponsor of the event, scores of other companies and organizations have signed on, too. It's part of a broader movement meant to support small, local businesses, according to USA Today.
In her newsletter, Banikarim points to the tricky task of balancing reader and advertiser interests where the company operates. "We not only provide trusted news and information," she says, "but seek to actively support the businesses and people in these communities as well."
The Amex campaign suggests she's now pushing for an even more active support role.
During the Nov. 26 event, Amex will give its card users a $25 credit for any $25 or more they spend at qualifying small businesses nationwide. The offer is limited to the first 100,000 card users who register to be eligible.
How were retailers picked?
The Amex campaign with GCI runs for two weeks starting next Wednesday, according to the photo guide given to me. Each participating paper is to publish two stories featuring five businesses in each one: a total of 10.
It's unclear how GCI reporters are to find Amex-accepting retailers. It may be as simple as hunting for merchants selling interesting stuff, then making sure they accept the card. On its website, Amex provides a database of merchants search able by Zip Code.
Among journalism ethics transgressions, this isn't the end of the world. Still, it violates a long-standing rule designed to protect a media outlet's credibility: Reporters don't favor businesses in order to please advertisers.
Plus, imagine you're a retailer that doesn't accept Amex. Aren't you going to feel like the credit card company bought publicity for its merchants without disclosing that information to readers? Seems unfair to me, and it does little for a paper's image at a time when public opinion of the media is already tanking.
Last spring, Banikarim was given control of the custom content portion of what had been ContentOne -- the old Gannett News Service, shrunk down and renamed. I'm fairly certain that "custom content" is the same as advertorial: puff pieces written with a particular advertiser or advertisers in mind.
GCI hired Banikarim in March for a new position where she's expected to identify more advertising revenue streams, after years of flagging ad sales that have driven down the company's stock price.
Which is which?
Following are examples of retailer profiles from each of the dailies that have published them so far. Note how similar they are; except for obvious references to geography, I bet you'd have a hard time matching the story to the newspapers: the Asbury Park Press in New Jersey, Florida Today in Brevard; The Courier-Journal in Louisville Ky., and The Arizona Republic in Phoenix. Hyperlinks take you to the published story.
Chunky knits are this season's hit, according to Amy Yount, owner of Amy Inc., 7144 E. Stetson Dr. No. 140 in Scottsdale. She's seen them on celebrities and seen them flying out the door. "It's more casual," Yount says of the sweater versus a jacket. "We're so casual here, so it works." She carries the folklore shawl ($308), seen recently on Katie Holmes, and stocks handbags from Nicole Richie's line, House of Harlow, ranging from $220 to upwards of $600. And, she's in love with the Camilla jersey scarves, embellished as if with jewelry ($345).
Coming up with gift ideas for that serious businessperson in your life can be tough. Not to worry. We found the perfect gift at Mary Beth O'Bryan's 8-year-old shop, Luna Boutique, 1310 Bardstown Road, next to Avalon, the restaurant her husband operates. You don't have to be for or against the Occupy Wall Street movement to like the handsome wood and metal bear and bull bookends ($139).
You're never too old to giggle over Zibits miniature robots that obey your commands (via remote control) and have their own line of accessories ($14.99 to $70) at Toymasters, 62 White St. in Red Bank. In the 27 years that Denise Zappoli has owned Toymasters, her three children have worked there, as have various other relatives, including nieces and nephews. "It's a real family business," Zappoli said.
Whether it's feathered or beaded evening handbags by In's ($10.95-17.95) or handmade pineapple wall plaques in hot tropical shades ($10-$30), gifts are all about bling and color at Debi Malone's Pink Pineapple, 802 E. New Haven Ave. in downtown Melbourne. "This makes you happy when you walk in," said Malone, who enjoys finding products she knows customers will love. "It's a comment I always hear from everybody."
Earlier: This post isn't presented by American Express.
Are these papers crossing an Ethics 101 line? Please post your replies in the comments section, below. To e-mail confidentially, write jimhopkins[at]gmail[dot-com]; see Tipsters Anonymous Policy in the rail, upper right.
Tags: Advertising, Asbury Park, Brevard, ContentOne, Ethics, Holidaze, Louisville, Marketing, Phoenix
Anonymous 11/17/2011 8:53 AM
Absolutely this is a crossing of the Ethics barrier. Any editor worth his Gannett pinkie ring would have told the marketing people to stay the hell out of the newsroom. What is a sponsored story? It's ad copy. It should be labeled as such. In some markets, this "sponsored story" appeared with no labeling, just a USA Today bylined story which just happened to sit atop a half page ad. The newsroom people didn't see it until it was in print. Where does this end? Does Halliburton "sponsor" a story about nation building? Does the Occupy Wall Street crowd find a "sponsor" for a story about the merits of opposing corporate greed? Maybe the guy at Penn State sponsors a story about the merits of child-man love? This was misleading, deceptive, unscrupulous and another low in Gannett's race to the bottom.
The Louisville advertorial was pretty slimey. It looked like a story and identified the writer only as "USA TODAY" with no "advertising" label. It did have a big box within the copy saying "presented by American Express."
What the Gannett execs don't get, because none of them were ever journalists, is that you can sell out and get a few bucks in the short-term with this crap, but in the long run it totally undermines the credibility of those newspapers (errg, "trusted local brands")
A journalism degree is not only irrelevant to Gannett, it's counterproductive. Inevitably J-school grads raise foolish and issues such as ethics and credibility and responsibility. Newsrooms ... er, Information Centers can't afford to get mired in the murky and arcane world of values.
J-schools are putting out talented ambitious young journalists. Gannett should strive to be a great place to work to recruit the best. Unfortunately, things like this are disappointing and continue to erode our reputation.
Maryam Banikarim's marketing iniatives should not have priority over editorial integrity.
Martore is a finance person, not a journalist, and she is selling the journalist products down the river with these types of deals.
I hear the writers of these puff pieces were each paid 30 shekels of silver.
Curtis Morrison 11/17/2011 10:12 AM
Never been a fan of American Express. A good deal of the success of their business model preys on 7th graders losing those precious "gift cheques" on field trips to the Knoxville World's Fair.
Okay, I may have a bias.
Anonymous 11/17/2011 10:23 AM
I'm glad I was "downsized" out of the company back in June. With initiatives like this, I wouldn't want to work for Gannett and would probably leave were I still employed. I encourage others to do it in my stead. There ARE other opportunities out there if you're persistent and creative.
Finally legitimizes what business desk has been doing for years, shilling for local businesses.
Not to get technical but custom content isn't quite the same as advertorials. Custom content is a huge industry and there is legit journalism produced within it. (Granted, not investigative of course. But decent profiles and such.)
That said: It doesn't belong in a newspaper unless clearly labeled, and editorial staff shouldn't be working on it. If Gannett wants to move forward with this lucrative venture, that's actually a smart move. But it should be produced solely by the marketing dept (with freelancers I'd guess) and properly IDed in the newspapers. Would that not be a reasonable solution here?
Folks, let's face facts. We are now run by TV people. When was the last time anyone saw journalistic integrity in TV? The rules are bent and broken all the time. Product integration is key. They have brought that mentality to Gannett. Do you honestly think these people give a rat's ass about integrity at these Gannett papers, most of which they have never heard of before joining the company.
Anonymous 11/17/2011 12:09 PM
In Jackson (Miss.), our ad today is clearly marked "PAID ADVERTISEMENT." there is a teaser to the shopjackson Facebook page, but the "story," with a USA TODAY double byline, is about a someone in Jupiter, fla. weird. But as long as it's clearly marked as advertising, as this is, it doesn't bother me.
12:09 - the ad is not the issue. The concern is the editorial above the ad is basically contrived to fit an advertiser's needs. A true journalist will never accept this....rightfully so. Long after the check's been cashed, we will have to live with what this means to the type of news we plan to publish going forward.
11:04 you are so right. Banikarim and team are ex-Univision. And a very quick stop at NBC. They have no experience in working for a company that separates credible journalism from blatant marketing.
And I'm afraid they see this as ok. Arrogance and delusion.
Same thing happened with the Make A Difference Day promotion where Martore was made to look bad in those TV interviews run on Gannett stations.
So Jackson decided to label it "paid advertising" but Louisville did not? I wonder why the discrepancy. There was another one in today's Courier-Journal. Perhaps the far-less powerful editors in Jackson have more integrity than in Louisville!
Banikarim said in an interview when she was hired at Gannett that if she wasn't a marketer, she would want to be a journalist. Ha!
Better go to j-school and understand the number one thing about journalism: editorial credibility.
Anonymous 11/17/2011 1:00 PM
It's always good to be reminded that journalists in the newsroom are the only people in the building with any ethics. And that the rest of us are just whores. I always forget that.
USAT journalists wrote the stories, not?!?!?
This entire series seems to be being handled inconsistently across the company (labeled appropriately from site to site), but I'm guessing it's brought in a nice chunk of revenue. And revenue is what's keeping the ship afloat, wobbly as it is right now. So accept that the times are a changing, it's a fact!
This same ad has been running in Detroit, both in the Free Press and the News. In the News, it was labeled as an ad and ran in a different typeface than the news copy. But in Gannett's Free Press, it has no 'ad' label and someone took the extra effort to reset it in the same face as the paper's news copy.
Folks, this is not new. USA Today has been whoring itself for awhile. When Joe Buck's awful show was premiering on HBO, the net bought an ad and got a puff piece by a staffer placed with it. And another time, a story was "presented by Toyota." Apparently no one raised enough hell (or ethical questions), so the powers-that-be feel emboldened to pimp out other papers in the chain.
Well, I hate to say it: But even back in "the old days" of idiots like Phil Currie, Gannett would never have ethically allowed such blurring on the editorial-advertising line.
But money now talks - in fact has the only voice - and no one cares two-cents about "long-term" anything, let alone long-term damage to credibility such "content" has caused this company.
4:55 If Currie and his cronies were around, they would have done the same thing. He and his gang ruined many an editor's career because they didn't kiss up and implement News2000 or the latest edict fast enough. High level corp execs are lifers and do anything to protect their pay and pension. Once people retire or get out of the biz, they grow back a spine.
This is no surprise. Gannett - especially USA Today - has become a leader in trying to monetize "earned advertising." That's a trend of several years in which advertisers have moved away from traditional ads and instead beefed up the P.R. push to place stories in media, and to play off bloggers following specific industries or deals. Gannett has turned the tables, but also erased the ethical line, by essentially charging for "earned advertising." It wants more than just the free trip or the loaned new car. It's particularly true in areas like travel where the mostly reliable pros on the newspaper at USA Today get mixed in with ethically challenged slop online from Demand Media. It's getting harder to know who is writing editorial for Travel Editor Veronica Stoddard and who is writing advertorial for Travel General Manger Victoria Borton. Then you get a product like the Vegas magazine where it is all mashed together. Gannett would like to imagine that readers think the advertorial is editorial, but in reality it makes the editorial look like advertorial. Nice way to slime the brand.
Kate Marymont should resign in protest. That is, if she still is employed by Gannett. Haven't heard much out of our vice president for news lately, have we?
Journalists at Gannett=Advertising Copy Writers
At least let the reader KNOW it's an ad and not edit.
A half advertorial "presented by American Express" was in Thursday's edition of the Clarion-Ledger. The other half of the page was an American Express ad. I wonder - did American Express pay for a full-page ad, or did we just give a half-page away?
This has extended beyond puff pieces in print. American Express is running online ads on Gannett websites to tout Small Business Saturday. I just saw one such ad on DelawareOnline.com, the site for The News Journal of Wilmington.
If Kate M. resigns, where can she get a job? No where. Of if she gets something, the pay cut will be substantial. Expect her to stay quiet, and hang on as long as possible before she gets tossed. Mark Silverman has steamrolled her and is visiting sites (like Poughkeepsie) and then rolling out the free user generated content crap.
To top it all off, Brevard hired a freelancer to do the "advertorial." Apparently with staff reductions nobody was available to write this "masterpiece."
Sorry, I'm a little late to this party. In 2004, on my first day in the newsroom at a Gannett daily in NJ, I was put in charge of editing a new arts tab. The story ideas and sources were supplied by an outside entity, and this was OK'd in full by the top newsroom editors, and it was up to me to assign this garbage to staffers. I immediately expressed my concern to my supervisor, asking whether this was supposed to be a legit news product or an advertorial section, and her emotionless response was, "It's a hybrid." I told her it's one or the other. She had nothing to say at that point. This AmEx nonsense is the same thing.
Confused about who the USA Today staffers are that are writing this.. Full-time staff, freelancers, correspondents from other Gannett papers?

redpajama_set_name: RedPajamaCommonCrawl


It was a very good year for ports on both sides of the country in terms of the total number and volume of containers handled in 2016. In most cases, those figures showed a marked – sometimes record-breaking – increase. This blog will look at statistics that bear this out.
The Suez Canal Authority has offered shipping lines a discount if they prepay canal fees three to five years in advance, as reported in Ship & Bunker.
The creation of Japan's second largest box carrier was announced in October. As reported by Bloomberg, the new firm includes Japan's three largest shippers which will be combining their container operations.


There is something so stately, so inviting and peaceful when you pass a pasture with horses grazing. I met this beauty, Nova and was taken by the warm personality and eyes that seemed to see right through me. I knew this would be a beautiful piece to create.


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Tag: natalieportman
Black Widow…Too Little Too Late?
A trailer for the new Black Widow solo movie came out today.
It looks like a pretty good movie.
But in all honesty, friends?
I do not feel very excited about it.
Can you just hear the exclamations of shock from Hollywood?
What's wrong with you? Are you just not a fan?
It's cause she's a woman, isn't it? People these days are so unevolved.
It's a fantastic movie! You should love it!
You must just not love Black Widow.
First off, I sleep under a Captain America blanket every night. I protect that thing from harm like it was my baby. My Avengers leggings are my favorite leggings. I am a woman in her 20s who drinks out of a Marvel water bottle made for children. And I write a movie blog that often features Marvel content. Clearly, I am a fan.
Second, hello, I am a woman. Don't play the woman card with me. Also, Captain Marvel was a smashing success and that was only her introduction movie, she wasn't even an already a deeply beloved character. So, yeah, drop the woman card.
Like I said above, it looks like a good movie. I can see myself enjoying the action, the humor, and getting more of the backstory. The issue here is not actually with the movie itself.
"Maybe you just don't love Black Widow that much."
Wrong, the opposite is the truth. I loved Natasha Romanoff too much. That's why I am not very excited.
Why do I feel this way? Endgame, Endgame is to blame.
The further I get away from Endgame, the more I am disappointed.
I didn't want to be. I don't walk into movies full of skepticism like many movie-goers. I prefer to live with excitement about something and then deal with the disappointment rather than live as a cynic and only be surprised now and then when something good actually happens.
I went into Endgame with high hopes. And I enjoyed many moments in the movie.
But truthfully…
…Endgame fell far short of what Marvel had set us up to expect. And they failed heavily on the one thing that mattered the most.
Closure.
Thor gave up his entire 6 movie character arc to go hop around the galaxy and drink beer…and yet he gets another movie?
We were not given a chance to properly mourn Tony. A choice was made to cut a scene that was under 2 minutes and could have changed the whole scope of how both we and our onscreen heroes were allowed to mourn our beloved Tony Stark.
This would have given us a chance to gain some closure from as far back as Civil War. The fact that Clint Barton is the very first Avenger to drop to one knee would have been deeply healing to me.
Steve left for the past without a proper goodbye. He left his two best friends in the world behind. Bucky he had fought tooth and nail to bring back to the light, and Sam had fought alongside him without complaint. They deserved more. We deserved more. Steve means more to us than no proper goodbye.
Now Steve has made a choice that largely rearranges Marvel history and we are supposed to just be okay with that? The dancing scene with him and Peggy didn't even last long enough for us to get a full kiss.
With the exception of Rocket and Nebula, the Guardians were treated as a joke. It was entirely disrespectful of their beautiful character arcs and all of the progress they have made in their movies.
I have other complaints but I'll spare you the rant. The only Avenger done complete justice in Endgame was Scott Lang. And his reward is that he currently does not have any more movies on the docket.
Oh…but Nat. Nat.
Beautiful, warmhearted, undying spirit Nat. She was treated the worst.
Not only was her death incredibly unfair, but we were never given a chance to properly mourn her.
True, the heroes had to jump into the next thing immediately, I understand priorities. But we should have revisited her more beyond the few comments made by the people who loved her most. She deserved more. We, the fans, deserved more.
And Marvel let us down.
Natasha Romanoff absolutely 100% deserves her own movie. The issue is not with this movie itself, the issue is all about the timing. This movie is 2-3 years too late.
I do really appreciate that Marvel understands that a raw origin story movie for Natasha would not work. She's come too far since appearing in Iron Man 2 for us to actually enjoy watching her as a "devolved" character. We wouldn't even know her.
Marvel is smart with the place in the timeline they chose to feature Nat. Post-Civil War she's a highly complex and beautiful character who is finally strong enough to face her past and deal with it properly. We get to enjoy learning the backstory while taking that journey with the Nat we truly know and love.
But this movie should have been done 2-3 years ago. Much sooner after Civil War. Before we knew what happens. Before we knew how Nat's story ended. Before we had tasted the bitter flavor of disappointment and grief.
That's the danger of many Prequels, you know that eventually, Anakin must become Vader. And in this case, you know that Nat must die on a stupid planet in the middle of nowhere for a dumb stone and never be properly mourned.
Endgame created a ton of new gaps in our timeline, in our understanding of our characters, in our experience of this story. We are still walking around with those wounds, and now they want to go back and play with an old gap that should have been filled ages ago?
The world did need a Black Widow movie.
But my concern is that this may be too little too late. And that's a shame because Natasha Romanoff deserves better.
Marvel trained us to expect deeply human stories. Powerful emotions. Gut-wrenching redemption arcs and betrayals. Characters that gave us the courage to keep facing our lives and live them well. Marvel has taught us to laugh, to cry, to grow, to grieve, to heal, to fight!
It's not our fault that we feel the way we do, we responded to what they gave us. And in Endgame, Marvel let us down.
Yes, I love Natasha Romanoff. I love her so much that I do not feel as excited about this movie as I want to. And that makes me sad.
I have a dream, a shy hope, that maybe, just maybe, the end scene of Black Widow will feature a certain Star-Spangled best friend popping up on Vormir and returning a nasty little orange stone. And then a flash…
"…I told you I'd see you in a minute."
If that were to happen, my entire outlook on the future of Marvel would change.
I have struggled to put into words the disappointment and grief of things I have felt post-Endgame. I wrote a few articles on a few aspects of the movie I thought they did well.
The use of food in Endgame to connect characters and moments was really brilliant.
Sam Wilson really is the right heir-apparent for the shield, even though I do not like how he got it.
The amount of torn timelines, gaping holes, and unanswered questions post-Endgame is huge. Marvel cannot expect to just leave us hanging and grieving, can they?
Right now I look forward to Spider-Man's story continuing, his story is always well-done and Tom Holland is a pure delight. But beyond that? Beyond that, I do not know. I do not feel very excited.
Dear Marvel, you did me and my friends wrong, especially my girl Natasha here. You made this mess, so are you gonna fix it or what?
She deserves it.
I will likely see this movie. Whether I see it in theaters or not, I cannot say. But I fear that Black Widow may not make the splash it is expected to, and that has nothing to do with the character herself, or audiences, it has everything to do with the choices Marvel has made.
I hope that I see this movie and I enjoy it. I hope that I see this movie and find out my girl's story isn't over, in fact, it has just begun. I hope that Marvel has some secret-laid plans to untangle this mess and bring it back around.
That is my hope. I guess we'll have to wait until May to see if it's fulfilled or not.
Were you disappointed by Endgame?
What is something you would have changed about the Marvel storyline up until now if you could?
Are you looking forward to Black Widow?
Comment and let's discuss!
Author graciemobilePosted on December 3, 2019 Categories #disney, Character, marvel, Movies, SciFi, SuperheroTags #civilwar, antman, avengers, avengers4, avengersendgame, blackpanther, blackwidow, buckybarnes, captain america, captainamericashield, captainmarvel, cateshortland, endgame, hawkeye, infinitystones, infinitywar, ironman, kevinfeige, marvel, marvelcomics, marvelmovieblog, marvelstudios, natalieportman, phase4marvel, rachelweisz, russobrothers, samwilson, samwilsoncaptainamerica, scarlett johansson, teamcap, theavengers, thewintersoldier, thor, tony starkLeave a comment on Black Widow…Too Little Too Late?


This is your Shared Security Weekly Blaze for April 15th 2019 with your host, Tom Eston. In this week's episode: Amazon Echo's recording controversy, a new mobile phone scam, and hotels leaking your private information.
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In late breaking news last week, it was reported by Bloomberg that Amazon employs thousands of workers to listen to what customers say to Amazon Echo devices. According to the report workers can listen to as many as 1,000 audio clips in 9 hour work shifts. Apparently, workers listen to audio clips that are "mundane" and even sometimes "possibly criminal". Amazon responded to the report by saying that it only annotates "extremely small number of interactions from a random set of customers." and that it uses "requests to Alexa to train our speech recognition and natural language understanding systems". While Amazon employees don't have access to names or addresses of customers, they do have access to the Amazon account number and device serial number. Amazon further clarified that no audio is stored unless the wake word is used to activate the Alexa-enabled device.
While you can go in to the Alexa app to view the privacy configuration of your Echo device and individually delete audio clips, there currently is no way to completely opt-out of recording all together. The only option available is to disable the use of recordings for the development of new features. However, its reported that Amazon may still have recordings analyzed by hand over an occasional review process.
A new scam, where someone calls asking for your mobile carrier's verification code, has been making the rounds. The way it works is that you'll receive an email which looks like it's come from your mobile carrier, like Verizon, with the message saying that fraud has been found on your account and you need to call the number noted in the email immediately. If you call the number the scammer will say they need your verification PIN that you set up with them to verify your account. Once you do that, the scammer will reset your password and make themselves the "primary" account user. After that, the scammer will have full access to potentially buy devices at your carriers store as well as hijack your phone number to reset two-factor authentication on other critical accounts. In two recent cases that took place in Florida, scammers attempted to purchase several brand new phones from a Verizon store using this scam. Fortunately, police showed up at the store to arrest the perpetrators after being alerted by Verizon that something wasn't quite right.
So what can you do to prevent becoming a victim of a scam like this? First, even with the threat of phishing and social engineering, you should always have a PIN, or also known as a "port validation" code set up through your mobile carrier. See our show notes for a great guide on how to do this as each company has a different procedure. Also note, you should ensure that this passcode or PIN is unique and different than any other passcode or PIN that may be in use with your mobile carrier. Lastly, if you receive an email or phone call from someone that says they are from your mobile carrier, hang up. You're not going to be contacted over the phone like this and if you are concerned about fraud or to find out if a request is legitimate or not, it's best to just give your mobile carrier a call yourself.
And now a word from our sponsor, Edgewise Networks.
New research from Symantec shows that hotels are leaking detailed guest reservation data to different types of third-party advertisers, websites and data aggregators. Registration information can include everything from name, address, phone numbers, and even passport number and last four digits of credit card numbers. Symantec's research data comes from more than 1,500 hotels in 54 countries in which 67% were leaking this data through the booking reservation code which is typically distributed through a link that allows anyone to view reservation data without logging in to a hotel account. The other problem here is that in these same emails, there is additional content that loads ads within these booking emails. This content was found to share the hotel booking code with more than 30 different third-parties which in many cases were transmitted over non-encrypted HTTP.
While there may be no indication that personal data was compromised here. It does show that hotel chains need to review the security of how a hotel booking number is used within these emails. And it also creates a very large problem for the hotel industry, specifically for hotel's that may be operating in Europe or the State of California due to GDPR and the California Consumer Privacy Act. Unfortunately, this is yet, another example of third-party companies mishandling our private data.
The post Amazon Echo Recording Controversy, New Mobile Phone Scam, Hotels Leaking Data appeared first on Shared Security Podcast.


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