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Verify Smart Corp. Announces Expansion of Board of Directors Following Unanimous Shareholder Decision
VSMR is pleased to announce the unanimous decision by its shareholders to increase the Board of Directors by four seats. The resolution was initially approved by the existing Directors at a “special meeting” of the Board held on September 19, 2023 and subsequently ratified unanimously by the shareholders at the Annual Shareholder Meeting held in Mahwah, New Jersey on September 20, 2023
ANNUAL MEETING of the STOCKHOLDERS for VSMR
VERIFY SMART CORP. ANNOUNCES ANNUAL MEETING OF SHAREHOLDERS
MAHWAH, NEW JERSEY: AUGUST 22, 2023. VERIFY SMART CORP. (OTC PINK: VSMR) (the “Company”) a publicly traded company and global leader in innovative solutions and services, is delighted to announce its annual meeting of shareholders.
Details of the meeting are as follows:
• Date: September 20, 2023
• Time: 1:00 p.m. EST
• Location: The Mahwah Public Library, 100 Ridge Rd, Mahwah NJ 07430, in the Large Meeting Room
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The primary agenda for this meeting includes voting on the election of Board Directors, and other significant corporate matters. A comprehensive list of shareholders entitled to vote will be available for inspection 10 days before the meeting at the Company's main executive office at 40 Hillside Ave, Mahwah, NJ 07430.
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Stockholder Notice Subject to the Articles of Incorporation and Bylaws of the Company, the Stockholders who intend to nominate persons to the Board of Directors or propose any other action at an annual meeting of Stockholders must timely notify the Secretary of the Company of such intent.
To be timely, a Stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 60 days nor more than 90 days prior to the date of such meeting; provided, however, that in the event that less than 75 days' notice of the date of the meeting is given or made to Stockholders, notice by the Stockholder to be timely must be received not later than the close of business on the 15th day following the date on which such notice of the date of the annual meeting was mailed.
Such notice must be in writing and must include a: (i) a brief description of the business desired to the brought before the annual meeting and the reasons for conducting such business at the meeting; (ii) the name and record address of the Stockholder proposing such business; (iii) the class, series and number of shares of capital stock of the Company which are beneficially owned by the Stockholder; and, (iv) any material interest of the Stockholder in such business.
The Board of Directors reserves the right to refuse to submit any such proposal to stockholders at an annual meeting if, in its judgment, the information provided in the notice is inaccurate, incomplete, done under false pretenses, or is a conflict of interest.
Adjournment Of Meeting
When the Board adjourns a meeting to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Stockholders may transact any business which they may have transacted at the original meeting. If the adjournment is for more than 30 days or, if after the adjournment, the Board or a committee of the Board fixes a new record date for the adjourned meeting, the Board or a committee of the Board shall give notice of the adjourned meeting to each Stockholder of record entitled to vote at the meeting.
Corporate Information is Posted on Our Website Current News, Updates, Press Releases, Legal News, BIOs, Articles of Incorporation, Bylaws and other corporate information is posted on the Company's website at www.VerifySmart.net
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Other Matters to be Presented
The Board of Directors knows of no other matters that will be presented at the annual meeting.However, if other matters properly come before the annual meeting, the person or persons voting your shares pursuant to instructions by proxy card will vote your shares in accordance with their best judgment on such matters.
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by order of the Board of Directors
Director BIOs
The Board of Directors unanimously recommends that stockholders vote FOR the current directors.
2009-Present
Tony Cinotti
Chairman of Board
President
Acting CEO
and Shareholder
Tony has over 50 years business experience in financial services, systems, sales, programming, project management and management consulting. His experience includes building various companies, project management, systems and data center management, financial systems, vendor management, hands on programming, software sales and marketing, disaster recovery and business continuity planning. Tony began his career with Kuhn Loeb & Company and was responsible for all systems, programming and data center operations. He continued his career with Morgan Stanley and was responsible for Equity and Government Trading as well as Broker Commissions and Management and Planning systems. Upon leaving Morgan Stanley he founded DP Sciences Inc., a provider of Management and Systems consulting to the Financial Community. The company designed and managed systems and data centers for various financial clients. The company also provided technology and support processing for Initial Public Offerings for over 30 clients. Tony also owned seats on The New York Futures Exchange which later merged with the Chicago Board of Trade and was a Certified Floor Trader. He was the co-inventor on two method patents for processing transactions on video enabled phones in a secure environment ( patent #’s 5,606,361 and 5,724,092). Tony was also a director of Secure Continuity Planning, Inc. in charge of new business development, partnerships and vendor management. The company provided Disaster Recovery and Business Continuity Plans for the US courts, state and local municipalities, financial institutions and Telecom companies. Tony has been President and Director of Verify Smart since 2009 and under his leadership the company secured its major assets, the US, Canadian and South Korean patents. Tony holds an AAS degree in Marketing, a BA degree in Management from Baruch College, CUNY and an ABCP (Associate Business Continuity Professional) from the Disaster Recovery Institute.
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2012-Present
Anthony Lalley
Director and
Shareholder
Anthony began his career as a systems analyst with Prudential Insurance Company. He continued his career with ADP and developed the first brokerage accounting system service. He then consulted for Arthur Andersen & Co. and developed an Oil & Gas Accounting System for the Rockefeller Trust and directly interfaced with the Governor of New York. He also converted Arthur Andersen’s Tax Department to an online tax preparation system for individuals.
Anthony then moved on to The New York Stock Exchange where he designed the currently existing CUSIP System (Committee on Uniform Securities Identification Procedures) as the NYSE’s member of the Committee. He also Designed and developed the system employed by Depository Trust and Clearing Corp. enabling the volume of trading that exists today.
Anthony was also the Director of Information Technology at Lehman Brothers & Co. and later VP of operations at Shields & Co. where he managed the firm’s operations as well as Information Technology. Anthony then became a Director at MCI International where he was in charge of internal networks, as well as technology support for international sales, marketing and finance for Global Telecom, the internet, email products and the help desk.
He also consulted to an array of business enterprises. Among them: Morgan Stanley, LF Rothschild, JP Morgan, Fiduciary Trust Co., Federal Student Loan Program, Farmland Dairies and Cruise Lines Reservation Systems. Anthony has been a Director since 2012.
Anthony holds a BS degree in accounting from Rutgers University.
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2012-Present
Sandy Manata
Director and
Shareholder
Sandy has been a member of the securities industry and has held senior positions in the banking, brokerage, and clearing segments for over 30 years. Sandy began his career with US Trust Company of New York as Vice President of Securities Operations and was responsible for all Securities Processing systems. Upon leaving US Trust, Sandy joined the Bank of New York as Vice President of New Product Development. There he created a centralized securities processing system that reduced staff by 100 and saved the bank 25 million in operational costs. He then moved on to the NSCC (National Securities Clearing Corp) as a Senior Vice President where he headed Planning and Development for all NSCC’s products. During his eleven years at NSCC, Sandy developed the systems for the processing of mutual funds nationwide between banks and brokers, the transferring of customer accounts between financial institutions (ACATs), revised the fixed income and equities systems and developed several securities surveillance systems. Sandy then joined Bear Stearns & Co. as Managing Director where he successfully brought the firm through its global Y2K and securities decimalization processes. Sandy was also a Managing Partner in Market Resolve Company where he headed the software division. He brings additional expertise having provided management consulting to financial firms as well as vendors of software solutions in all areas of the financial community such as ADP, the Davidsohn Group, the Chicago Mercantile Exchange and CheckFree. He served on committees for the American Bankers Association, Securities Industries Association and the Investment Company Institute as well as three years as Chairman of the New York Clearing House DTC Committee. Sandy was the COO of Verify from 2013 to 2016 and has been a Director since 2012.
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2010-Present
Stewart Goodin
Director and
Shareholder
Stewart has worked in the Information Technology Industry for well over thirty years. He has had extensive training at Vancouver Community College, Vancouver Vocational Institute, Pacific Vocational Institute and IBM. Stewart taught computer technology at Vancouver Community College and later pursued his dream of helping the needy. In 2004 he was awarded volunteer of the year for his work in the development, coordination and implementation of food bank software and technology for feeding the poor. He also founded the first organization to provide computers to poor school districts and provided computers to underprivileged college students. He has worked with corporations and contractors to develop and maintain networks and design large-scale servers for major corporations. Stewart is the author of the patents and was instrumental in developing the patents in use by Verify Smart today. Stewart and Mr. Cinotti worked hand and hand with various patent attorneys and the US and Canadian Patent Offices to get the patents approved. Stewart is an integral part of the organization.
His current clients are:
RE/MAX Westcoast Canada - #1 Office in the world
Most Referred Services - Largest supplier of Real Estate Worldwide where he designed, Implemented and has maintained their networks since 1989
Air Canada Absolute - Training Solutions
Children’s Christian Education, Canada
All Saints Anglican Church
Putzmaus America - Supplier to North America of Boiler Tube Cleaners
Dodge Brothers USA Historical Society
Ron’s Wildlife Services (Canada) for the transport of animals to and from Canada
Swedish Canadian Village Society is a non-profit society that provides affordable housing and care for seniors
Previous Clients:
Tire Craft Canada
MacDonald Realty - Designed and Implemented the first Gigabit Network in Canada
Okanagan Archive trust Society for the preservation of BC Photography
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Nominees for Director BIOs
Nominated by
Nick & Laura Williams
Dr James Rose
Shareholder
Dr. James Rose-James has over 40 years of business experience, with over 20 years of executive and board positions and over 20 years of international business experience across the globe (Europe, Asia, Africa and South America). James held executive positions for 15 years at ExxonMobil before retiring with 33 years of service. He holds a BS in engineering from Texas A&M, an MBA from Webster University in London, and a PhD in Organizational Leadership from Regent University. James currently holds board positions in the US and abroad. He lectures and consults in the areas of leadership, organizational governance, international business, and finance. James currently devotes significant time to philanthropy and is currently helping establish a Christian University in Nigeria.
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Nominated by
Nick & Laura Williams
Greg Barna
Shareholder
Mr. Greg Barna- Most of Greg’s professional career has been spent in senior management leading companies with exciting and emerging technologies. He has been a "C" level executive in both privately held and publicly traded companies. Greg has a broad base of business expertise from his work in the Medical & Dental Device industries, Charitable Trusts, Patents & Trademarks, Internet Service Providers, the Banking & Financial Services industry, the Aerospace industry, the Natural Products industry, and the global retail distribution sectors in numerous markets. As an investment banker, Greg has developed various types of financial models to value debt and equity for mergers, acquisitions, and capital raising transactions. As a business consultant, he has assisted numerous companies in situations from start-ups & turnarounds to dynamic companies endeavoring to manage rapid growth providing guidance to owners, and managers, in making capital budgeting and/or operating expenditure decisions. With a “Lead by Example” coaching management style, his emphasis has always been to motivate excellence in individual and team performance and help companies reach their full market potential while dodging the numerous pitfalls that cause companies to fail.
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Nominated by
Nick & Laura Williams
Jay Gentry
Shareholder
Mr. Jay Gentry - Mr. Gentry brings over four (4) decades of management and business expertise to VSMR. He has owned several substantial companies specializing in Manufacturing, Transportation, Construction, and Pipeline Services serving the oil and gas industry. He volunteers his time for worthy causes and has faithfully served on the Boards of several non-profit organizations including a current Director Seat with Solid Rock Camps, in Eastland, Texas as well as an Ambassador position with Promise Keepers. For the past 35 years, Mr. Gentry has been advising, and assisting in capital raising for numerous publicly traded companies. He is currently a founder, director, and principal of an Investor Relations firm in Fort Worth, Texas. He has been happily married to his wife, Kim, for 12 years.
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Nominated by
Nick & Laura Williams
Donald "Nick" Williams Jr
Shareholder
Mr. Donald E. Williams Jr. (Nick)- Mr. Williams has worked in the nuclear power industry and nuclear weapons complex as a nuclear engineer in the United States, Canada, Europe and Asia for the last 44 years. After 34 years in senior management, he retired from his role as VP for EnergySolutions in the Spring of 2020, and continues in the role of Executive Consultant to EnergySolutuons senior leadership. Mr. Williams was part of the U. S. Response Team to the Fukushima Daiichi disaster site in March of 2011 through 2012, and was on the first U. S./Japanese Team of six engineers to do a hands-on walk through of the four damaged reactors.
Mr. Williams holds a BS in biology/chemistry, and a Master’s in nuclear sciences and engineering. He has worked at a senior level with the largest engineering companies in the world, including Toshiba, Shaw Group, AECOM and Bechtel, managing multi-billion dollar projects. Using knowledge of remote wireless technology gained in the U.S. and Japan, Mr. Williams co-developed remote technology and holds patents in the U.S., Canada, South Africa, South Korea and the European Union. Mr. Williams has been an owner of two successful technology/engineering start-ups. On a personal level he is married with four children, and has been active in charities as director of Habitat for Humanity Projects, children’s programs, and adult bible studies for his church. He coached LL baseball, softball and basketball for 15 years, and along with his wife Laura supports multiple charities for underprivileged and oppressed people.