UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2014
| MAMAMANCINI’S HOLDINGS, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-28629 | 27-0607116 | ||
(State or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS Employer Identification No.) |
25 Branca Road East Rutherford, NJ 07073
(Address of Principal Executive Offices)
(201) 531-1212
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.05 Adoption of Code of Business Conduct and Ethics.
Effective January 21, 2014, the Board of Directors (the “Board”) of MamaMancini’s Holdings, Inc. (the “Company”) adopted a Code of Ethics (the “Code of Ethics”) applicable to the Company and all subsidiaries and entities controlled by the Company and the Company’s directors, officers and employees. Compliance with the Code of Ethics is required of all Company personnel at all times. The Company’s senior management is charged with ensuring that the Code of Ethics and the Company’s corporate policies will govern, without exception, all business activities of the Company. The Code of Ethics addresses, among other things, the use and protection of Company assets and information, avoiding conflicts of interest, corporate opportunities and transactions with business associates and document retention. A copy of the Code of Ethics is attached to herewith as Exhibit 14.1 and is incorporated herein by reference. A copy of each of the Committees charters will also be placed on the Company’s website at www.mamamancinis.com.
Item 8.01 Other Events
Board Committees and Charters
Effective as of January 21, 2014, the Board ratified the formation of its audit committee (the “Audit Committee”) and formed a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee (the “Nominating Committee” together with the Audit Committee and Compensation Committee, collectively, the “Committees”).
The Audit Committee consists of Mr. Steven Burns and Mr. Thomas Toto with Mr. Toto acting as its Chairman.
The Compensation Committee consists of Alfred D’Agostino and Thomas Toto with Mr. D’Agostino acting as its Chairman.
The Nominating Committee consists of Mr. Dean Janeway and Mr. Alfred D’Agostino with Mr. Janeway acting as its Chairman.
The Committees have adopted charters (the “Committee Charters”) to govern their membership and function. The Committee Charters are filed herewith as exhibits 99.1, 99.2 and 99.3, respectively. A copy of each of the Committees charters will also be placed on the Company’s website at www.mamamancinis.com.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
EXHIBIT INDEX
| Exhibit Number | Description of Exhibits | |
| 14.1 | Code of Ethics | |
| 99.1 | Audit Committee Charter | |
| 99.2 | Compensation Committee Charter | |
| 99.3 | Nominating and Corporate Governance Committee Charter |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MamaMancini’s Holdings, Inc. | ||
| Date: January 29, 2014 | By: | /s/ Carl Wolf |
| Name: | Carl Wolf | |
| Title: | Chief Executive Officer | |
MAMAMANCINI’s HOLDINGS, INC.
Code of Ethics
It is the policy of MamaMancini’s Holdings, Inc. (“MamaMancini’s” or the “Company”) that the Company’s Board of Directors (“Board”), Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), principal accounting officer or controller (or persons performing similar functions) and all employees adhere to, advocate and promote the following principles:
| ● | Loyalty to the interests of our shareholders, customers, suppliers, fellow employees, strategic partners and other business associates; |
| ● | Honest and ethical conduct in any action, practice or course of conduct within the Company or with its business partners; |
| ● | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| ● | Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the United States Securities and Exchange Commission (the “SEC” or “Commission”) and other public communications made by the Company; and |
| ● | Compliance with laws, rules and regulations applicable to the Company. |
Conflicts of Interest
| ● | Insiders (directors, officers and employees of the Company) shall maintain a high degree of integrity in the conduct of the Company’s business and maintain independent judgment. Each insider must avoid any activity or personal interest that creates, or reasonably appears to create, a conflict between his/her interests and the interests of the Company. A conflict of interest arises any time such a person has a duty or interest that may conflict with the proper and impartial fulfillment of such person’s duties, responsibilities or obligations to the Company, such as: |
| ● | Making an investment that may affect his/her business decisions; |
| ● | Owning a meaningful financial interest in, or being employed by, an organization that competes with or whose interests could reasonably be expected to conflict with those of the Company; |
| ● | Owning a meaningful interest in, or being employed by, an organization that does, or seeks to do, business with the Company; |
| ● | Making a decision on a matter where such person’s self-interests may reasonably call into question the appropriateness of the decision; |
| ● | Being employed by or accepting compensation from any other person as a result of business activity or prospective business activity affecting the Company; |
| ● | No insider shall direct, or seek to direct, any Company business to any business enterprise in which the insider or his or her family has a meaningful ownership position or serves in a leadership capacity.; |
| ● | No insider shall seek or accept for his or her self or for any family member any favors, preferential treatment, special benefits, gifts, loans or other consideration as a result of such insider’s association with a business associate or with the company, except those customary and usual benefits directly provided by a business associate of the company. |
Corporate Opportunities and Transactions with Business Associates
Insiders and their family members must not profit, directly or indirectly, due to their position in the Company to the detriment, or at the expense, of the Company or any of its business associates. No insider shall take for his or her own advantage any business opportunity for profit, which he or she learns about as a result of his or her position with the Company.
Confidentiality
| ● | No insider or family member shall discuss with, or inform others about, any actual or contemplated business transaction by the Company or any business associate except as required in the performance of the insider’s employment duties and then only for the benefit of the Company or the business associate, as appropriate, and in no event for personal gain or for the benefit of any other third party. |
| ● | No insider or family member shall give any information to any third party about any pending or proposed business transaction of the Company or its business associates unless expressly authorized to do so by the Company’s CEO. |
| ● | No insider or family member other than the Company’s CEO, CFO or Chairman of the Board may discuss the Company or its business associates with any member of the press or media except with the prior authorization of the Company’s CEO, CFO or Chairman of the Board. |
Document Retention
| ● | The Company will comply fully with all laws and regulations relating to the retention and preservation of records. All insiders shall comply fully with the Company’s policies regarding the retention and preservation of records. Under no circumstances may Company records be destroyed selectively or maintained outside Company premises or designated storage facilities. |
| ● | If the Existence of a subpoena or impending government investigation becomes known to an insider, he or she must immediately contact the CEO and Chair of the Company’s Audit Committee of the Board. Insiders must retain all records and documents that may be responsive to a subpoena or pertain to an investigation. |
Reporting and Treatment of Violations
Persons who become aware or suspected violations of this Code should report such suspected violations promptly to the Chair of the Company’s Audit Committee of the Board. To assist in the response to or investigation of the alleged violation, the report should contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the alleged violation. Without limiting the foregoing, the report should, to the extent possible, contain the following information:
| ● | The alleged event, matter or issue that is subject of the alleged violation; |
| ● | The name of each person involved; |
| ● | If the alleged violation involves a specific event or events, the approximate date and location of each event; and |
| ● | Any additional information, documentation or other evidence available relating to the alleged violation. |
The Audit Committee of the Board shall have the power to monitor, investigate, make determinations and recommend action to the Board of Directors with respect to violations of this Code of Ethics. In determining whether a violation of this Code of Ethics has occurred, the Audit Committee of the Board may take into account:
| ● | The nature and severity of the violation; |
| ● | Whether the violation was a single occurrence or involved repeated occurrences; |
| ● | Whether the violation appears to have been intentional or inadvertent; |
| ● | Whether the person in question had been advised prior to the violation as to the proper course of action; |
| ● | Whether the person in question had committed other violations in the past; and |
| ● | Such other facts and circumstances as the Audit Committee of the Board shall deem advisable in the context of the alleged violation. |
Consequences of Violations
If a violation is substantiated, the Board, upon recommendation of the Audit Committee of the Board, may impose such sanctions or take such actions as it deems appropriate, including, but not limited to, the following:
| ● | Disciplinary action (including censure, re-assignment, demotion, suspension or termination); |
| ● | Pursuit of any and all remedies available to the Company for any damages or harm resulting from a violation, including injunctive relief; and |
| ● | Referral of matters to appropriate legal or regulatory authorities for investigation and prosecution. |
Requests for Waivers and Changes in Code of Ethics
A waiver of a provision of this Code of Ethics shall be requested whenever there is reasonable likelihood that a contemplated action will violate the Code of Ethics. Any waiver (including an implicit waiver) that constitutes a material departure from a provision of this Code of Ethics shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the SEC. In addition, any amendments to this Code of Ethics (other than technical, administrative or other non-substantive amendments) shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the EC.
Every director and employee is required to sign this Code of Ethics.
I have received, read and understand this Code of Ethics:
| Signed: | ||
| Name: | ||
| Date: |
Employee [ ] Director [ ]
MAMAMANCINI’s HOLDINGS, INC.
Charter of the Audit Committee of the Board of Directors
| I. | Audit Committee Purpose |
The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of MamaMancini’s Holdings, Inc. (“MamaMancini’s” or the “Company”) is to oversee the processes of accounting and financial reporting of the Company and the audits and financial statements of the Company. The Committee’s primary duties and responsibilities are to:
| A. | Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and legal compliance. | |
| B. | Monitor the independence and performance of the Company’s independent auditors and the Company’s accounting personnel. | |
| C. | Provide an avenue of communication among the independent auditors, management, the Company’s accounting personnel, and the Board. | |
| D. | Appoint and provide oversight for the independent auditors engaged to perform the audit of the financial statements. | |
| E. | Discuss the scope of the independent auditors’ examination. | |
| F. | Review the financial statements and the independent auditors’ report. | |
| G. | Review areas of potential significant financial risk to the Company. | |
| H. | Monitor compliance with legal and regulatory requirements. | |
| I. | Solicit recommendations from the independent auditors regarding internal controls and other matters. | |
| J. | Make recommendations to the Board. | |
| K. | Resolve any disagreements between management and the auditors regarding financial reporting. | |
| L. | Prepare the report required by Item 407(d) of Regulation S-K, as required by the rules of the Securities and Exchange Commission (the “SEC”). | |
| M. | Perform other related tasks as requested by the Board. |
The committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization. The Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.
| II. | Audit Committee Composition and Meetings |
| A. | The Committee shall be compromised of two or more directors as determined by the Board. Each member must be independent of the management of the Company and are free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a Committee member. Further, each member of the Committee shall meet the independence and experience requirements of the listing rules of any securities exchange or association in which the Company’s securities are traded and the rules and regulations of the SEC, including Rule 10A-3. All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement. At least one member of the Committee must have past employment experience in finance or accounting, professional certification in accounting, or any other comparable experience or background that results in the member’s financial sophistication, including being or having been a Chief Executive Officer (“CEO”) or Chief Financial Officer (“CFO”) or other senior officer with financial oversight responsibilities. | |
| B. | Committee members shall be appointed by the Board after due consideration of recommendations of the Nominating and Corporate Governance Committee, and the Board may designate a Chair of the Committee. If an Audit Committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee membership. The Board may, at any time and at its complete discretion, replace a Committee member. | |
| C. | Committee members shall meet (either in person or telephonically) at least four times each fiscal year and more often if the Committee, at its discretion, deems this desirable. The Committee shall meet, at its discretion, with management, the Company’s principal accounting officer, the independent auditors, and as a committee to discuss any matters that the Committee or each of these groups believes should be discussed. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. |
| III. | Audit Committee Responsibilities and Duties |
Review Procedures
| A. | Review the Company’s annual audited financial statements prior to distribution. Review should include discussion with management and independent auditors of significant issues regarding accounting principles, practices, and judgments. |
| B. | In consultation with the management, the independent auditors, and the Company’s principal accounting officer, consider the integrity of the Company’s financial reporting processes and controls, including any major issues as to the adequacy of the Company’s internal controls, and any special steps adopted in light of any identified material control deficiencies. Discuss significant financial risk exposures and the steps management has taken to monitor, control, and report such exposures. Review significant findings prepared by the independent auditors and the Company’s principal accounting officer together with management’s responses. | |
| C. | The Committee shall review with the management and the independent auditors any correspondence with regulators and any published reports that raise material issues regarding the Company’s accounting policies. |
Independent Auditors
| A. | The Committee shall have the sole authority to appoint or replace the independent auditor. The Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolutions of disagreements between management and the independent auditor regarding final reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly to the Committee. The Committee shall approve in advance the provision by the independent auditors of all services to the Company whether or not related to the audit. However, neither the Committee nor any person with authority delegated from the Committee may approve an auditor providing the services that are described in Section 10A(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) as “prohibited activities.” | |
| B. | The Committee shall obtain, review and discuss reports from the independent auditor regarding (1) all critical accounting policies and practices to be used; (2) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management officials of the Company, ramifications of the use of these alternative disclosures and treatments, and the treatment preferred by the independent auditor and the reasons for favoring that treatment; and (3) other material written communications between the independent auditor and Company management, such as any management letter or schedule of unadjusted differences. | |
| C. | The Committee shall assure the regular rotation of the lead audit partner as required by Section 10A(j) of the Exchange Act. | |
| D. | The Committee shall assure that hiring policies for employees or former employees of the independent auditor are consistent with Section 10A(l) of the Exchange Act. |
| E. | The Committee shall discuss with the independent auditor and then disclose the matters required to be discussed and disclosed by applicable accounting and auditing guidance, including any difficulties the independent auditor encountered in the course of the audit work, any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management. | |
| F. | The Committee shall ascertain annually from the independent auditor whether the Company has issues under Section 10A(b) of the Exchange Act. | |
| G. | The Committee shall determine the independence of the auditors and receive from the independent auditors a formal written statement delineating all relationships between the auditor and the company (consistent with PCAOB Independence Standards Board Standard 1 or any other applicable standards), and thereafter actively engaging in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor and for taking, or recommending that the full Board take, appropriate action to oversee the independence of the outside auditor. |
Accounting Department and Legal Compliance
| The Committee shall: | ||
| A. | Review the personnel activities and qualifications of the Company’s accounting personnel, as needed. | |
| B. | Review the appointment and performance of the principal accounting officer, and review financial and accounting personnel succession planning with the Company. | |
| C. | Review significant reports prepared by the Company’s principal accounting officer together with management’s response and follow-up to these reports. | |
| D. | On at least an annual basis, review with the Company’s counsel any legal matters that could have a significant impact on the Company’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies. | |
| E. | Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. | |
| F. | The Committee shall review the CEO and CFO’s disclosure and certifications under Sections 302 and 906 of the Sarbanes-Oxley Act. | |
| G. | Conduct an appropriate review of and approve all related party transactions on an ongoing basis and the Audit Committee shall review potential conflict of interest situations where appropriate. | |
| H. | Conduct an annual risk review with respect to the matters within the role and the responsibilities of the Committee. |
The Committee shall:
| (a) | Report regularly to the Board on its activities; | |
| (b) | Maintain minutes of its meetings and records relating to those meetings and the Committee’s activities; | |
| (c) | Have authority to obtain, at the expense of the Company, advice and assistance from internal or external legal, consulting or other advisors; | |
| (d) | Form and delegate authority to subcommittees of one or more Committee members when desired and appropriate; | |
| (e) | Review and reassess the adequacy of this Charter annually and recommend to the Board any proposed changes to this Charter; and | |
| (f) | Periodically review the Committee’s own performance. |
General
In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:
| (a) | One of more officers or employees of the Company whom the Committee member reasonably believes to be reliable and competent in the matters presented; | |
| (b) | Counsel, independent auditors, or other persons as to matters which the Committee member reasonably believes to be within the professional or expert competence of such person; and | |
| (c) | Other committees of the Board as to matters within their respective designated authority which the Committee member reasonably believes to merit confidence. |
The Committee has the powers and responsibilities delineated in this Charter. It is not, however, the Committee’s responsibility to prepare and certify the Company’s financial statements, to guarantee the independent auditor’s report, or to guarantee other disclosures by the Company. These are fundamental responsibilities of management and the independent auditor. Committee members are not full-time Company employees and are not performing the functions of auditors or accountants.
MAMAMANCINI’S HOLDINGS, INC.
COMPENSATION COMMITTEE CHARTER
A. Purpose
The primary purpose of the Compensation Committee (the “Committee”) of MamaMancini’s Inc. (the “Company”) is to provide guidance and assistance to the Board of Directors (the “Board”) in discharging its duties and responsibilities relating to all compensation and benefit programs; including to (1) approve and oversee the Company’s policies relating to compensation and benefit programs, (2) review and act on the Company’s compensation discussion and analysis (“CD&A”) to be included in the proxy statement and/or annual report in accordance with applicable rules of the Securities and Exchange Commission (“SEC”) and, if required by SEC rules, provide the Compensation Committee Report for inclusion in the proxy statement and/or annual report, and (3) discharge the Board’s responsibility relating to the amendment, modification, or termination of the Company’s retirement plan and any other benefit plan, program or arrangement sponsored or maintained by the Company or any of its subsidiaries for their respective directors, officers or employees (the “Plans”). The administration of all compensation and benefits will be the responsibility of management.
B. Responsibilities
The Committee’s responsibilities include, but are not limited to, the responsibilities which are required under the corporate governance rules of NYSE MKT (“NYSE MKT”), including the responsibility to determine compensation of the Chairman of the Board, the Chief Executive Officer (“CEO”), the President and all other executive officers. The Committee’s actions shall generally be related to overall considerations, policies and strategies. The following are specific duties and responsibilities of the Committee:
| ● | Review the competitiveness of the Company’s executive compensation programs to ensure (a) the attraction and retention of corporate officers, (b) the motivation of corporate officers to achieve the Company’s business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of the Company’s stockholders. | |
| ● | Review and determine the annual salary, bonus, stock options, other equity-based incentives, and other benefits, direct and indirect, of the Company’s executive officers, including development of an appropriate balance between short-term pay and long-term incentives while focusing on long-term stockholder interests. | |
| ● | Determine salary increases and bonus grants for the Chairman of the Board, the CEO, the President and all other executive officers of the Company. | |
| ● | Review and approve corporate goals and objectives for purposes of bonuses and long- term incentive plans. | |
| ● | Review and approve benefit plans, including equity incentive plans, and approval of individual grants and awards. | |
| ● | Review and approve employment or other agreements relating to compensation for the Chairman of the Board, the CEO, the President and the other executive officers of the Company. |
| ● | Review and discuss with management the Company’s CD&A and recommend to the Board that the CD&A be included in the annual report on Form 10-K and/or proxy statement in accordance with applicable SEC rules. | |
| ● | If required by SEC rules, provide a Compensation Committee Report on executive compensation to be included in the Company’s annual proxy statement in accordance with applicable SEC rules. | |
| ● | Perform an annual evaluation of the performance of the Chairman of the Board, the CEO, the President and the other executive officers. | |
| ● | Perform an annual review of non-employee director compensation programs and recommend changes thereto to the Board when appropriate. | |
| ● | Plan for executive development and succession. | |
| ● | Review and approve all equity-based compensation plans and amendments thereto, subject to any stockholder approval under the listing standards of NYSE MKT. | |
| ● | Recommend an appropriate method by which stockholder concerns about compensation may be communicated by stockholders to the Committee and, as the Committee deems appropriate, to respond to such stockholder concerns. | |
| ● | Perform such duties and responsibilities as may be assigned by the Board to the Committee under the terms of any executive compensation plan, incentive compensation plan or equity-based plan. | |
| ● | Review risks related to the Company’s compensation policies and practices and review and discuss, at least annually, the relationship between the Company’s risk management policies and practices, corporate strategy and compensation policies and practices. |
C. Membership and Qualifications
The Committee shall be appointed by the Board annually and shall consist of two or more directors, all of whom in the judgment of the Board shall be independent and shall satisfy the independence requirements of the NYSE MKT corporate governance rules. In addition, a person may serve on the Committee only if he or she (i) is a “Non-employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code. The Board shall appoint a Chairman of the Committee. If the Committee is comprised of at least three members, the Board may appoint one member of the Committee who is not independent as defined in Section 803A of the NYSE MKT company guide, and is not a current officer or employee of the Company or an immediate family member of a current officer or employee of the Company, if the Board, under exceptional and limited circumstances, determines that membership on the Committee by the individual is required by the best interests of the Company and its stockholders, and the Board discloses, in the next annual meeting proxy statement (or in its next annual report on Form 10-K if the Company does not then file a proxy statement) subsequent to such determination, the nature of the relationship and the reasons for that determination. A director appointed to the Committee pursuant to this exception may not serve for in excess of two years.
The Chairman of the Committee may make recommendations for changes in the Committee, which may include expanding or reducing the size of the Committee or replacing a Committee member.
D. Meetings and Minutes
The Committee shall meet at such times as may be necessary to fulfill its responsibilities set forth in this Chapter. The Chairman of the Committee or his or her designee shall preside over all meetings of the Committee. It is anticipated that Committee meetings will be held in conjunction with selected Board meetings and in telephone conference meetings. Special meetings may be called by the Chairman of the Committee or a majority of the members of the Committee. A majority of the Committee members shall constitute a quorum. The vote of a majority of the members present at any meeting at which a quorum is present shall be the act of the Committee. The Committee may meet in person or telephonically. The Committee shall establish its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter.
In addition to the members of the Committee, the Chairman of the Board, the CEO, the President, other executive offers or managers of the Company and outside advisors may be invited to participate in Committee meetings; provided, however, that the CEO may not be present during voting or deliberations regarding his or her own compensation.
The Committee shall keep correct and complete minutes of its proceedings and the names and places of residence of its members. Minutes of the meeting will be prepared by the Compensation Committee Chairman, Corporate Secretary or other person designated to act as Secretary for the meeting.
An oral report shall be presented by the Compensation Committee Chairman at Board meetings, as appropriate. The Compensation Committee also must submit annually a report, along with supporting documentation, to the Board justifying the current compensation of the executive officers of the Company, including the CEO.
E. Service and Removal—Member and Chairman
Members of the Committee shall generally serve until their successors shall be duly appointed and qualified. The members shall serve until their failure to qualify, resignation, or retirement, their removal by the Board or until their successors shall be duly appointed and qualified. No member of the Committee shall be removed except by a majority vote of the independent directors, as determined in accordance with the NYSE MKT company guide and the other director qualification standards set forth in the Company’s Corporate Governance Guidelines. A member of the Committee shall be deemed to have resigned from the Committee at such time that the member shall have been removed from the Board pursuant to the Bylaws of the Company or such member has resigned or otherwise terminated his or her membership on the Board. A member of the Committee also shall be deemed to have resigned from the Committee at such time that a majority of the independent members of the Board, as determined in accordance with the NYSE MKT company guide and the other director qualification standards set forth in the Company’s Corporate Governance Guidelines, have determined that such member of the Committee no longer meets the membership and qualification standards set forth in Section C above.
F. Subcommittees
As permitted by law or the listing standards, the Committee may delegate its duties and authority to a subcommittee of fully independent directors.
G. Resources and Authority of the Committee
The Committee shall have authority to retain such compensation consultants, outside counsel and other advisors as the Committee may deem appropriate in its sole discretion without Board approval. The Committee shall have sole authority to approve related fees and retention terms associated with the retention of any such firm or individual, which fees shall be paid by the Company. In determining whether to retain or terminate a provider of such services, the Committee may, in its discretion, obtain the input of senior management.
H. Reliance on Others
A member of the Committee shall, in the performance of such member’s duties, be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Committee by any of the Company’s officers or employees, or other committees of the Board, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.
I. Adequacy of Charter and Annual Evaluation of Performance
1. The Committee shall review and reassess the adequacy of this Charter on an annual basis and recommend any proposed changes to the Board for approval.
2. At least annually, the Committee shall conduct an evaluation of its performance. The Committee shall report its conclusions regarding this evaluation to the Board. The Committee’s report should generally include an assessment of its compliance with this Charter, as well as identification of areas in which the Committee could improve its performance and the Charter could be improved.
MAMAMANCINI’s HOLDINGS, INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
A. Purpose
The primary purpose of the Nominating and Corporate Governance Committee (the “Committee”) of MamaMancini’s Holdings, Inc. (the “Company”) is to (1) identify individuals qualified to become members of the Board of Directors (the “Board”) of the Company, consistent with criteria approved by the Board and to recommend to the Board the nominees proposed for Board membership and election at the next annual meeting of stockholders; (2) recommend to the Board directors to serve on each standing committee of the Board; (3) lead the Board in its annual review of the Board’s performance; (4) develop and recommend to the Board a set of Corporate Governance Guidelines; and (5) take a leadership role in shaping the corporate governance of the Company.
B. Activities and Responsibilities
The Committee’s responsibilities include, but are not limited to, the responsibilities which are required under the corporate governance rules of NYSE MKT Equities (“NYSE MKT”), including the responsibilities to identify individuals who are qualified to become directors of the Company, consistent with criteria approved by the Board, and make recommendations to the Board of nominees, including Stockholder Nominees (nominees whether by appointment or election at the Annual Meeting of Stockholders) to serve as a directors of the Company. To fulfill its purpose, the responsibilities and duties of the Committee are as follows:
| 1. | Evaluate, in consultation with the Chairman of the Board and Chief Executive Officer (“CEO”), the current composition, size, role and functions of the Board and its committees to oversee successfully the business and affairs of the Company in a manner consistent with the Company’s Corporate Governance Guidelines, and make recommendations to the Board for approval. |
| 2. | Determine, in consultation with the Chairman of the Board and CEO, director selection criteria consistent with the Company’s Corporate Governance Guidelines, and conduct searches for prospective directors whose skills and attributes reflect these criteria. |
| 3. | Assist in identifying, interviewing and recruiting candidates for the Board. |
| 4. | Evaluate, in consultation with the Chairman of the Board and CEO, nominees, including nominees nominated by stockholders in accordance with the provisions of the Company’s Bylaws, and recommend nominees for election to the Board or to fill vacancies on the Board. |
| 5. | Before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors. |
| 6. | Evaluate, in consultation with the Chairman of the Board and CEO, and make recommendations to the Board concerning the appointment of directors to Board committees and the selection of the Chairman of the Board and the Board committee chairs consistent with the Company’s Corporate Governance Guidelines. |
| 7. | Determine the methods and execution of the annual evaluations of the Board’s and each Board committee’s effectiveness and support the annual performance evaluation process. |
| 8. | Evaluate and make recommendations to the Board regarding director retirements, director renominations and directors’ changes in circumstances in accordance with the Company’s Corporate Governance Guidelines. |
| 9. | Review and make recommendations to the Board regarding policies relating to directors’ compensation, consistent with the Company’s Corporate Governance Guidelines. |
| 10. | As set forth herein, monitor compliance with, and at least annually evaluate and make recommendations to the Board regarding, the Company’s Corporate Governance Guidelines and overall corporate governance of the Company. |
| 11. | Assist the Board and the Company’s officers in ensuring compliance with an implementation of the Company’s Corporate Governance Guidelines. |
| 12. | Develop and implement continuing education programs for all directors, including orientation and training programs for new directors. |
| 13. | Annually evaluate and make recommendations to the Board regarding the Committee’s performance and adequacy of this Charter. |
| 14. | Review the Code of Ethics periodically and propose changes thereto to the Board, if appropriate. |
| 15. | Review requests from outside the Committee for any waiver or amendment of the Company’s Code of Business Conduct and Ethics and recommend to the Board whether a particular waiver should be granted or whether a particular amendment should be adopted. |
| 16. | Oversee Committee membership and qualifications and the performance of members of the Board. |
| 17. | Review and recommend changes in (i) the structure and operations of Board Committees, and (ii) Committee reporting to the Board. |
| 18. | Make recommendations annually to the Board as to the independence of directors under the Corporate Governance Guidelines. |
| 19. | Review and make recommendations to the Board regarding the position the Company should take with respect to any proposals submitted by stockholders for approval at any annual or special meeting of stockholders. |
| 20. | Regularly report on Committee activities and recommendations to the Board. |
| 21. | Perform any other activities consistent with this Charter, the Company’s Certificate of Incorporation and Bylaws, as amended from time to time, the NYSE MKT company guide, and any governing law, as the Board considers appropriate and delegates to the Committee. |
C. Search Firms and Reliance on Others
The Committee shall have authority to retain such consultants, outside counsel and other advisors as the Committee may deem appropriate in its sole discretion without seeking the approval of the Board or management. The Committee shall have sole authority to approve related fees and retention terms associated with the retention of any such firm or individual, which fees shall be paid by the Company. The Committee also shall have sole authority to terminate any search firm to be used to identify director candidates. In determining whether to retain or terminate a service provider, the Committee may, in its discretion, obtain the input of senior management.
A member of the Committee shall, in the performance of such member’s duties, be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Committee by any of the Company’s officers or employees, or other committees of the Board, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.
D. Subcommittees
In its discretion, the Committee may establish subcommittees or delegate specific responsibilities to the Committee Chair or any other Committee member(s).
E. Stockholder Nominations
The Committee will consider director candidates recommended by stockholders, and will comply with any requirements of the Securities and Exchange Commission to consider such candidates. Stockholders may propose candidates for consideration by the Committee by submitting in writing the names, biographical data and other supporting information to the Secretary of the Company.
F. Membership and Qualifications
The Committee shall be appointed by the Board annually and shall consist of two or more directors, all of whom in the judgment of the Board shall be independent and satisfy the independence requirements of the NYSE MKT corporate governance rules and the other director qualification standards set forth in the Company’s Corporate Governance Guidelines. The Chairman of the Committee may make recommendations for changes in the Committee, which may include expanding or reducing the size of the Committee or replacing a Committee member.
G. Meetings and Minutes
The Committee shall meet at such times as may be necessary to fulfill its responsibilities as set forth in this Charter. It is anticipated that Committee meetings will be held in conjunction with selected Board meetings and in telephone conference meetings. Special meetings may be called by the Chairman of the Committee or the Chairman of the Board. A majority of the Committee members shall constitute a quorum. The vote of a majority of the members present at any meeting at which a quorum is present shall be the act of the Committee. The Committee may meet in person or telephonically. The Committee shall establish its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter. In addition to the members of the Committee, the Chairman of the Board, the CEO, the President, other executive officers or managers of the Company and outside advisors may be invited to participate in Committee meetings as the Committee deems appropriate.
H. Minutes; Reports to Board of Directors
The Committee shall keep correct and complete minutes of its proceedings and the names and places of residence of its members. Minutes of the meeting will be prepared by the Committee Chairman, Corporate Secretary or other person designated to act as Secretary for the meeting. Following each of its meeting, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting. An oral report shall be presented by the Committee Chairman at Board meetings, as appropriate.
I. Corporate Governance Oversight
| 1. | Corporate Governance Guidelines. The Committee shall: (a) develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company; (b) review and reassess the adequacy of such Corporate Governance Guidelines annually, recommending to the Board any changes deemed appropriate; and (c) generally advise the full Board on corporate governance matters. | |
| 2. | Policies/Guidelines. The Committee shall have responsibility for interpretation and enforcement of, monitoring and reviewing compliance with, making recommendations to the Board with respect to changes, alterations and modifications of, and making recommendations to the Board with respect to Corporate Governance Guidelines and other policies, codes and guidelines of the Corporation, as the Committee or the Board deems necessary or desirable. |
J. Adequacy of Charter
The Committee shall review and reassess the adequacy of this Charter on an annual basis and recommend any proposed changes to the Board for approval.
K. Annual Evaluation of Performance and Charter
At least annually, the Committee shall conduct an evaluation of its performance and this Charter. The Committee shall report its conclusions regarding this evaluation to the Board. The Committee’s report should generally include an assessment of its compliance with this Charter, as well as identification of areas in which the Committee could improve its performance and this Charter could be improved.
L. Service and Removal
Members of the Committee shall generally serve until their successors shall be duly appointed and qualified. The Committee shall recommend, and the Board shall designate, one member of the Committee as chairperson. The members shall serve until their resignation, retirement, removal by the Board or until their successors shall be duly appointed and qualified. No member of the Committee shall be removed except by a majority vote of the independent directors, as determined in accordance with the NYSE MKT company guide and the other director qualification standards set forth in the Company’s Corporate Governance Guidelines, then in effect. A member of the Committee shall be deemed to have resigned from the Committee at such time that the member shall have been removed from the Board pursuant to the Bylaws of the Company or such member has resigned or otherwise terminated his or her membership of the Board. A member of the Committee also shall be deemed to have resigned from the Committee at such time that a majority of the independent members of the Board, as determined in accordance with the NYSE MKT company guide and the other director qualification standards set forth in the Company’s Corporate Governance Guidelines, have determined that such member of the Committee is no longer an independent director of the Board or ceases to meet any other qualification standards for membership on such Committee.