Dolphin Entertainment CEO-owned firm holds $2.24M in notes
Shareholders of record on September 15, 2026 may vote on director elections and auditor ratification, as the proxy also details 2026 pay changes and related-party debt.
Rhea-AI Filing Summary
Dolphin Entertainment, Inc. asks shareholders to vote at its November 4, 2026 annual meeting on electing seven directors and ratifying Grant Thornton LLP as its independent registered public accounting firm for fiscal 2026. The Board recommends voting “FOR” both proposals. Holders of record on September 15, 2026 may vote; 13,033,831 common shares were outstanding and entitled to vote on that date.
Approved 2026 pay changes set CEO William O’Dowd’s annual base salary at $500,000 and CFO/COO Mirta A. Negrini’s at $341,250, effective January 1, 2026; Negrini also received approval for a $50,000 bonus tied to 2025 performance. Nonemployee directors are to receive $20,000 annually, half in cash and half in restricted stock units. The company reports $2,242,873 principal outstanding on convertible notes held by an entity wholly owned by O’Dowd, bearing 10% annual interest and convertible at $1.00 per share. The Board combines the CEO and chair roles and says it does not perform a risk oversight function.
Positive
- None.
Negative
- None.
Filing Explained
As of September 15, 2026, Dolphin reported $2.625 million in accrued compensation still owed to its CEO.
This proxy discloses an unpaid related-party obligation: as of
Dolphin reports that no accrued compensation or interest payments were made to O’Dowd from
As of
Dolphin also reports
Key Figures
Key Terms
broker non-vote financial
plurality regulatory
Restricted Stock Units financial
Stock Restriction Agreement financial
convertible promissory notes financial
Compensation Summary
| Name | Title | Total Compensation |
|---|---|---|
| William O’Dowd, IV | ||
| Mirta A. Negrini |
- Election of seven directors
- Ratification of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
| Filed by the Registrant | ☑ |
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☑ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11 |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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September 25, 2026
Dear Shareholder:
It is my pleasure to invite you to attend the annual meeting of shareholders (the “Annual Meeting”) of Dolphin Entertainment, Inc., a Florida corporation (the “Company”). The Annual Meeting will be held on November 4, 2026 at 10:00 a.m. Eastern Time at 2 South Biscayne Boulevard, 19th Floor, Miami, Florida 33131.
We are pleased to inform you that instead of a paper or electronic copy of our proxy materials, most of our shareholders will be mailed a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) on or about September 25, 2025. The Notice of Internet Availability contains instructions on how to access proxy materials and how to submit your proxy over the Internet. The Notice of Internet Availability also contains instructions on how to request a paper copy of our proxy materials, if desired. All shareholders who do not receive a Notice of Internet Availability, or who have not consented to receive their proxy materials electronically by email, will be mailed a paper copy of the proxy materials. Furnishing proxy materials over the Internet allows us to provide our shareholders with the information they need in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.
The Annual Meeting will be held for the following purposes:
| 1. | To elect seven directors to hold office until the 2027 annual meeting of shareholders or until their respective successors are duly elected and qualified; and | |
| 2. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026. |
The Company’s Board of Directors recommends that you vote in favor of proposals 1 and 2.
Only shareholders of record as of the close of business on September 15, 2026 may attend and vote at the Annual Meeting.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE VOTE YOUR SHARES, SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. IT IS IMPORTANT AND IN YOUR INTEREST FOR YOU TO VOTE. WE ENCOURAGE YOU TO VOTE YOUR PROXY BY MAILING IN YOUR ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE, OR VOTE ONLINE OR OVER THE TELEPHONE ACCORDING TO THE INSTRUCTIONS IN THE PROXY CARD.
THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
| BY ORDER OF THE BOARD OF DIRECTORS |
| /s/ William O’Dowd, IV |
| William O’Dowd, IV |
| Chief Executive Officer |
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TABLE OF CONTENTS
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| QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING | 1 |
| PROPOSAL 1—ELECTION OF DIRECTORS | 5 |
| CORPORATE GOVERNANCE | 8 |
| Board Leadership Structure and Role in Risk Oversight | 8 |
| Meetings | 8 |
| Family Relationships | 8 |
| Involvement in Certain Legal Proceedings | 8 |
| Delinquent Section 16(a) Reports | 9 |
| Code of Ethics | 9 |
| Board Committees | 9 |
| Insider Trading Policy | 10 |
| EXECUTIVE COMPENSATION | 11 |
| PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 14 |
| Audit Committee Report | 15 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 16 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 18 |
| OTHER MATTERS | 20 |
i
DOLPHIN ENTERTAINMENT, INC.
150 Alhambra Circle, Suite 1200
Coral Gables, Florida 33134
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PROXY STATEMENT
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Proxy Statement for Annual Meeting of Shareholders to be held on November 4, 2026
You are receiving this proxy statement because as of September 15, 2026 (the “Record Date”), you owned shares of common stock of Dolphin Entertainment, Inc., a Florida corporation (referred to as “we”, “us” or the “Company”), entitling you to vote at the Annual Meeting. Our Board of Directors (the “Board”) is soliciting proxies from shareholders as of the Record Date who wish to vote at the meeting. By use of a proxy, you can vote even if you do not attend the Annual Meeting. This proxy statement describes the matters on which you are being asked to vote and provides information on those matters so that you can make an informed decision.
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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING
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Q: When and where will the Annual Meeting take place?
A: The Annual Meeting will be held on November 4, 2026 at 10:00 a.m., ET, at 2 South Biscayne Blvd., 19th Floor, Miami, FL 33131.
Q: Who may vote at the Annual Meeting?
A: Only holders of record of shares of our common stock at the close of business on September 15, 2026 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting. On the Record Date, we had 13,033,831 shares of our common stock outstanding and entitled to be voted at the Annual Meeting.
Q: How many votes do I have?
A: You may cast one vote for each share of our common stock held by you as of the Record Date on all matters presented at the Annual Meeting. Holders of our common stock do not possess cumulative voting rights.
Q: How do I vote?
A: If you are a shareholder of record as of the Record Date, you may vote:
| · | via Internet at www.proxyvote.com (see your proxy card for additional instructions); | |
| · | by telephone at 1-800-690-6903; | |
| · | by mail, by signing and returning the proxy card provided; or | |
| · | in person during the Annual Meeting. |
If your shares are held in “street name,” meaning that they are held of record by your brokerage firm, bank, broker-dealer or other nominee, then you will receive voting instructions from the holder of record. You must follow those instructions in order for your shares to be voted. Your broker is required to vote your shares in accordance with your instructions. If your shares are held by an intermediary and you intend to vote your shares in person at the Annual Meeting, please bring with you evidence of your ownership as of the record date (such as a legal proxy obtained from the broker or nominee), and a form of personal photo identification.
Q: What is the difference between a shareholder of record and a beneficial owner?
A: If your shares are registered directly in your name with our transfer agent, Nevada Agency and Transfer Company, then you are considered the “shareholder of record” with respect to those shares.
If your shares are held in street name by a brokerage firm, bank, trustee or other agent, which we refer to as a nominee, then you are considered the “beneficial owner” of the shares held in street name. As the beneficial owner, you have the right to direct your nominee on how to vote your shares by following the instructions provided to you by your nominee.
Q: What constitutes a quorum, and why is a quorum required?
A: We are required to have a quorum of shareholders present to conduct business at the Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of our shares of common stock entitled to vote as of the record date will constitute a quorum, permitting us to conduct the business of the Annual Meeting. Proxies received but marked as “ABSTAIN” or “WITHHOLD”, if any, and broker non-votes (described below), if applicable, will be included in the calculation of the number of shares considered to be present at the Annual Meeting for quorum purposes. If a quorum is not present, we will be required to reconvene the Annual Meeting at a later date.
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Q: What am I being asked to vote on?
A: At the Annual Meeting you will be asked to vote on the following four proposals. Our Board recommendation for each of these proposals is set forth below.
| Proposal | Board Recommendation | |
| 1. | Election of Directors | FOR each director nominee |
| 2. | To ratify the appointment of Grant Thornton LLP (“GT”) as our independent registered public accounting firm for the year ending December 31, 2026 | FOR |
Q: What happens if additional matters are presented at the Annual Meeting?
A: Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the proxy holders, William O’Dowd, IV and Mirta Negrini, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting in accordance with Florida law and our Bylaws.
Q: How many votes are needed to approve each proposal?
| Proposal | Description of Votes Needed | |
| 1. | Election of Directors | The seven nominees for election as directors will be elected by a “plurality” of the votes cast at the Annual Meeting. This means that the seven nominees who receive the highest number of “FOR” votes will be elected as the directors to serve until the next annual meeting of shareholders or until their respective successors are duly elected and qualified. Withholding authority to vote your shares with respect to one or more director nominees will not have any effect on the election of directors. Broker non-votes (as described below) will not have any effect on the election of directors. |
| 2. | Ratification of our appointment of GT as our independent registered public accounting firm | Ratification of our appointment of GT as our independent registered public accounting firm for the year ending December 31, 2026 will be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes will not have any effect on whether this proposal is approved. The ratification of accountants is a routine proposal on which a broker or other nominee is generally empowered to vote in the absence of voting instructions from the beneficial owner. |
Q: What if I sign and return my proxy without making any selections?
A: If you sign and return your proxy without making any selections, your shares will be voted “FOR” the director nominees in Proposal 1 and “FOR” ratification of the appointment of GT in Proposal 2. If other matters properly come before the meeting, the proxy holders will have the authority to vote on those matters for you at the proxy holders’ discretion.
Q: What if I am a beneficial shareholder and I do not give the nominee voting instructions?
A: If you are a beneficial shareholder and your shares are held in street name with a broker, the broker has the authority to vote shares for which you do not provide voting instructions only with respect to certain “routine” matters. A broker non-vote occurs when a nominee who holds shares for a beneficial owner does not vote on a particular matter because the nominee does not have discretionary voting authority for that matter and has not received instructions from the beneficial owner of the shares. Broker non-votes are included in the calculation of the number of votes considered to be present at the Annual Meeting for purposes of determining the presence of a quorum but are not counted as votes cast with respect to a matter on which the nominee has expressly not voted. Proposal 1 is deemed to be “non-routine” matters, and as a result, your broker or nominee may not vote your shares on Proposal 1 in the absence of your instruction. Proposal 2 is considered to be a “routine” matter, and as a result, your broker or nominee may vote your shares in its discretion either for or against Proposal 2 even in the absence of your instruction. If you are a beneficial owner and want to ensure that all of the shares you beneficially own are voted for or against Proposal 2, you must give your broker or nominee specific instructions to do so.
The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions and if not, the impact of such broker non-vote on the approval of the proposal.
| Proposal |
Can Brokers Vote Absent Instructions? |
Impact of Broker Non-Vote | |||
| 1. | Election of Directors | No | No effect | ||
| 2. | Ratification of GT as our independent registered public accounting firm | Yes | No effect | ||
Q: Are there any appraisal rights or dissenters’ rights?
A: Under the Florida Business Corporation Act, our shareholders are not entitled to dissenters’ rights or appraisal rights with respect to any of the proposals.
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Q: Can I change my vote after I have delivered my proxy?
A: Yes. If you are a shareholder of record, you may revoke your proxy at any time before its exercise at the Annual Meeting by:
| · | delivering written notice to Mirta A. Negrini at Dolphin Entertainment, Inc., 150 Alhambra Circle, Suite 1200, Coral Gables, FL 33134; |
| · | properly submitting a proxy with a later date (which may be done by Internet, telephone or mail); or |
| · | attending the Annual Meeting and voting in person. |
If you are a beneficial shareholder, you must contact your nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your vote in person at the Annual Meeting.
Q: What does it mean if I receive more than one proxy card?
A: If you receive more than one proxy card, it means that you hold shares of common stock in more than one account. To ensure that all your shares are voted, sign and return each proxy card. Alternatively, if you vote by Internet or telephone, you will need to vote once for each proxy card you receive.
Q: Who can attend the Annual Meeting?
A: Only shareholders of record as of the Record Date, individuals holding a legal proxy from a record holder and our invited guests may attend the Annual Meeting.
Q: If I plan to attend the Annual Meeting, should I still vote by proxy?
A: Yes. Casting your vote in advance does not affect your right to attend the Annual Meeting.
Q: Where can I find voting results of the Annual Meeting?
A: We will announce the results for the proposals voted upon at the Annual Meeting and publish final detailed voting results in a Form 8-K filed within four business days after the Annual Meeting.
Q: Who should I call with other questions?
A: If you have additional questions about this proxy statement or the Annual Meeting or would like additional copies of this proxy statement or the enclosures herein, please contact: Dolphin Entertainment, Inc., 150 Alhambra Circle, Suite 1200, Coral Gables, Florida 33134, Attention: Mirta A. Negrini, Telephone: (305) 774-0407.
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PROPOSAL 1—ELECTION OF DIRECTORS
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Under our Bylaws, each of our directors is elected for a term expiring at the next annual meeting of shareholders following his or her election or until his or her successor is duly elected and qualified. The Board is currently comprised of seven (7) directors. Our current directors are William O’Dowd, IV, Michael Espensen, Nelson Famadas, Mirta A. Negrini, Hilarie Bass, Nicholas Stanham and Claudia Grillo. Our Board has nominated the current directors for re-election at the Annual Meeting.
Our directors standing for election, their age, positions held, and duration of such, are as follows:
| Name | Position | Age | First appointed | |||||
| William O’Dowd, IV | Chief Executive Officer, Chairman, President | 57 | Chief Executive Officer and Chairman: June 2008; President: 1996 | |||||
| Mirta A. Negrini | Chief Financial Officer, Chief Operating Officer, Director | 62 | Chief Financial Officer and Chief Operating Officer: October 2013; Director: December 2014 | |||||
| Michael Espensen | Director | 76 | June 2008 | |||||
| Nelson Famadas | Director | 54 | December 2014 | |||||
| Hilarie Bass | Director | 71 | October 2024 | |||||
| Nicholas Stanham, Esq. | Director | 58 | December 2014 | |||||
| Claudia Grillo | Director | 67 | June 2019 | |||||
Business Experience
The following is a brief account of the education and business experience of directors and executive officers during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed.
William O’Dowd, IV. Mr. O’Dowd has served as our Chief Executive Officer and Chairman of our Board since June 2008. Mr. O’Dowd founded Dolphin Entertainment, LLC in 1996 and has served as its President since that date. Mr. O’Dowd enjoys a solid reputation as an Emmy-nominated producer, international distributor, and financier of quality entertainment content. Some of Mr. O’Dowd’s notable credits include: Executive Producer of Nickelodeon’s hit series, Zoey 101 (Primetime Emmy Award-nominated); Executive Producer of Raising Expectations, starring Molly Ringwald and Jason Priestley (winner of 2017’s KidScreen Award for Best Global Kids Show); Producer of the feature film Max Steel (based on a top-selling Mattel action figure in Latin America); and, in the digital arena, Executive Producer of H+, which premiered on YouTube and won multiple Streamy Awards.
Mr. O’Dowd has served on the Leadership Council of United Way Worldwide since its inception in 2012 and has previously served on the Board of Directors of the Miami-Dade County Public School System Foundation, among other charities. Furthermore, Mr. O’Dowd has taught one course a year as an adjunct professor at the University of Miami School of Communication for the past 30 years.
Qualifications. The Board nominated Mr. O’Dowd to serve as a director because of his current and prior senior executive and management experience at our Company and his significant industry experience, including having founded Dolphin Entertainment LLC, a leading entertainment company specializing in children’s and young adult’s live-action programming.
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Mirta A. Negrini. Ms. Negrini has served on our Board since December 2014 and as our Chief Financial and Operating Officer since October 2013. Ms. Negrini has over thirty years of experience in both private and public accounting. Immediately prior to joining us, she served since 1996 as a founding and named partner in Gilman & Negrini, P.A., an accounting firm of which we were a client. Prior to that, Ms. Negrini worked at several multinational corporations and she began her career at Arthur Andersen LLP in 1986. Ms. Negrini serves on the Board of Directors of St. Brendan High School. She is a Certified Public Accountant licensed in the State of Florida.
Qualifications. The Board nominated Ms. Negrini to serve as a director because of her significant accounting experience gained as a named partner at an accounting firm and her current experience as a senior executive at our Company.
Michael Espensen. Mr. Espensen has served on our Board since June 2008. From 2009 to 2014, Mr. Espensen served as Chief Executive Officer of Keraplast Technologies, LLC, a private multimillion-dollar commercial-stage biotechnology company, from where he retired. From 2009 to present, Mr. Espensen has also served as Chairman of the Board of Keraplast. While serving as Chief Executive Officer, Mr. Espensen was responsible for overseeing and approving Keraplast’s annual budgets and financial statements. Mr. Espensen is also a producer and investor in family entertainment for television and feature films. Between 2006 and 2009, Mr. Espensen was Executive or Co-Executive Producer of twelve made-for-television movies targeting children and family audiences. As Executive Producer, he approved production budgets and then closely monitored actual spending to ensure that productions were not over budget. Mr. Espensen has also been a real estate developer and investor for over forty years.
Qualifications. The Board nominated Mr. Espensen to serve as a director because of his business management and financial oversight experience both as the current Chairman and former Chief Executive Officer of a multimillion-dollar company and as a former Executive Producer in the made-for-television movie industry, as well as his valuable knowledge of our industry.
Nelson Famadas. Mr. Famadas has served on our Board since December 2014. He is Managing Partner and Chief Operating Officer of Carver Road Capital, a hospitality private equity fund where he has been since 2020. Previously, he owned and served as President of Cien, a Hispanic marketing firm. Prior to Cien from 2011 to 2015, Mr. Famadas served as Senior Vice President of National Latino Broadcasting (“NLB”), an independent Hispanic media company that owns and operates two satellite radio channels on SiriusXM. From 2010 to 2012, Mr. Famadas served as our Chief Operating Officer, where he was responsible for daily operations including public filings and investor relations. From 2002 through 2010, he served as President of Gables Holding Corp., a real estate development company based in Puerto Rico. Mr. Famadas began his career at MTV Networks, specifically MTV Latin America, ultimately serving as New Business Development Manager. From 1995 through 2001, he co-founded and managed Astracanada Productions, a television production company that catered mostly to the Hispanic audience, creating over 1,300 hours of programming. As Executive Producer, he received a Suncoast EMMY in 1997 for Entertainment Series for A Oscuras Pero Encendidos. Mr. Famadas has over 20 years of experience in television and radio production, programming, operations, sales and marketing.
Qualifications. The Board nominated Mr. Famadas to serve as a director because of his significant prior management experience as a co-founder and former manager of a television production company and senior vice president of a broadcasting firm, as well as his current management experience with a marketing firm.
Hilarie Bass. Ms. Bass has served on our Board since October 2024. Until December 2018, Ms. Bass was president of Greenberg Traurig, a leading global law firm with more than 2,000 attorneys and 40 offices worldwide. Prior to being president of the law firm, she served as Chair of the 600 member Litigation Department for eight years. A trial lawyer for more than 30 years, Ms. Bass litigated business disputes involving $100’s of millions for Fortune 100 companies in both jury and non-jury trials. Her expertise as a trial lawyer was recognized by her invitation to be a member of the American College of Trial lawyers. Ms. Bass has served as president of the American Bar Association, as Chair of the University of Miami Board of Trustees, and as Chair of the Board of United Way of Miami Dade. She currently is a member of the UHealth Board of Directors, the Board of the ABA Retirement Fund and the American Bar Endowment. Ms. Bass serves as president of the Bass Institute for Diversity and Inclusion, an entity she created in 2019, along with the Bass Foundation. In her role at the Institute, she has spoken around the world on issues of gender parity, women’s leadership, and the retention and elevation of women in the corporate context.
Qualifications. The Board nominated Ms. Bass to serve as a director because of her experience as the president of a leading global law firm as well as her management experience at that firm.
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Nicholas Stanham, Esq. Mr. Stanham has served on our Board since December 2014. Mr. Stanham is a founding partner of R&S International Law Group, LLP in Miami, Florida, which was founded in January 2008. His practice is focused primarily in real estate and corporate structuring for high net worth individuals. Mr. Stanham has over 30 years of experience in real estate purchases and sales of residential and commercial properties. Since 2018, Mr. Stanham has been a member of the St. Agnes Academy board of advisers. In addition, he serves as a director of ReachingU, a foundation that promotes initiatives and supports organizations that offer educational opportunities to Uruguayans living in poverty.
Qualifications. The Board nominated Mr. Stanham to serve as a director because of his experience as a founding partner at a law firm as well as his business management experience at that firm.
Claudia Grillo. Ms. Grillo has served on our Board since June of 2019. Ms. Grillo has served as Associate Vice President of Strategic Philanthropy for the University of Miami since April of 2018. Prior to joining the University of Miami, Ms. Grillo served as the Chief Operating Officer at the United Way of Miami-Dade where she was responsible for securing gifts from individuals, families and corporations. She has been an active member of the South Florida community through her involvement as a board member of the International Women’s Forum, The Children’s Trust and Achieve Miami.
Qualifications. The Board nominated Ms. Grillo to serve as director because of her experience serving as Chief Operating Officer of an organization.
Vote Required for Approval
Directors will be elected by a “plurality” of the votes cast at the Annual Meeting. This means that the seven nominees who receive the highest number of “FOR” votes will be elected as the directors to serve until the next annual meeting of shareholders or until their respective successors are duly elected and qualified. Withheld votes and broker non-votes will not have any effect on the election of directors.
Recommendation of the Board of Directors
Our Board recommends a vote “FOR” each of the director nominees.
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CORPORATE GOVERNANCE
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Board Leadership Structure and Role in Risk Oversight
Our Board has not adopted a formal policy regarding the need to separate or combine the offices of Chairman of the Board and Chief Executive Officer and instead our Board remains free to make this determination in a manner it deems most appropriate for our Company. Currently, we combine the positions of Chief Executive Officer and Chairman of the Board. We believe that the combined role of Chief Executive Officer and Chairman of the Board promotes strategy development and execution. Mr. O’Dowd currently serves as Chief Executive Officer and Chairman of the Board. We believe Mr. O’Dowd is suited to serve both roles, because he is the director most familiar with our business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Currently, our Board does not perform a risk oversight function.
Meetings
During 2025, our Board held a total of three meetings. Each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of our Board during the period in which he or she was a director and (2) 75% of the total number of meetings of all committees on which he served during the period in which he was a director. It is the policy of our Board to encourage its members to attend our annual meeting of shareholders. Two of our directors attended the 2025 annual meeting of shareholders.
Family Relationships
There are no family relationships between any director or executive officer.
Involvement in Certain Legal Proceedings
There are no material proceedings to which any director or executive officer or any associate of any such director or officer is a party adverse to our Company or has a material interest adverse to our Company.
No director or executive officer has been involved in any of the following events during the past ten years:
1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
4. being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5. being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and- desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
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6. being 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), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires a company’s officers and directors, and persons who own more than ten percent (10%) of a registered class of a company’s equity securities, to file reports of ownership and changes in ownership with the SEC.
To our knowledge, based solely on a review of the copies of such reports furnished to us, we believe that all filing requirements applicable to our directors, executive officers, and persons who own more than 10% of our common stock were complied with during 2025, except Bill O’Dowd filed a late Form 4s on September 16, 2025 and September 8, 2026 for transactions dated May 12, 2025 and Michael Lowell failed to file a Form 3 for a transaction dated August 26, 2025.
Code of Ethics
Our Board has adopted a Code of Ethics for Senior Financial Officers (our “Code of Ethics”). Our Code of Ethics sets forth standards of conduct applicable to our Chief Executive Officer and our Chief Financial and Operating Officer to promote honest and ethical conduct, proper disclosure in our periodic filings, and compliance with applicable laws, rules and regulations. In addition, our Board adopted a Code of Conduct for Directors, Officers and Employees (“Code of Conduct”). Our Code of Ethics and Code of Conduct are available to view at our website, www.dolphinentertainment.com by clicking on Investor Relations. We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within four business days following the date of the amendment or waiver.
Board Committees
Our Board currently has a standing Audit Committee and Compensation Committee. Each of the Board’s committees operates under a written charter adopted by our Board which addresses the purpose, duties and responsibilities of such committee. A current copy of each committee charter can be found on our website at www.dolphinentertainment.com by clicking on Investor Relations. Information contained on or accessible through our website is not part of, and is not incorporated by reference in, this Proxy Statement.
Audit Committee and Audit Committee Financial Experts
The Audit Committee consists of Messrs. Famadas, Stanham and Espensen, who serves as Chairman. In 2025, the Audit Committee held four meetings. All members of the Audit Committee were present at each meeting.
Among its responsibilities, the Audit Committee assists the Board in overseeing: our accounting and financial reporting practices and policies; systems of internal controls over financial reporting; the integrity of our consolidated financial statements and the independent audit thereof; our compliance with legal and regulatory requirements; and the performance of our independent registered public accounting firm and assessment of the auditor’s qualifications and independence.
In addition, the Audit Committee selects and appoints our independent registered public accounting firm and reviews and approves related party transactions. The Audit Committee Chairman reports on Audit Committee actions and recommendations at Board meetings. The Audit Committee may, in its discretion, delegate its duties and responsibilities to a subcommittee of the Audit Committee as it deems appropriate. Our Board has determined that each member of the Audit Committee meets the independence requirements under Nasdaq’s listing standards and the enhanced independence standards for audit committee members required by the SEC. In addition, our Board has determined that Mr. Espensen meets the requirements of an audit committee financial expert under the rules of the SEC and Nasdaq, and that each member of our Audit Committee is able to read and understand fundamental financial statements.
Director Nominations
Our Board currently does not have a standing nominating committee or committee performing similar functions. In accordance with Nasdaq rules, a majority of the Board’s independent directors recommend director nominees for selection by the Board. Our Board believes that our independent directors can satisfactorily carry out the responsibility of properly selecting, approving and recommending director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are those independent directors of the Board identified herein. As there is no standing nominating committee, we do not have a nominating committee charter in place.
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The Board will also consider director candidates recommended for nomination by our shareholders during such times as it is seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). All shareholder nominations and recommendations for nominations to the Board must be addressed to the Chairman of the Audit Committee who will submit such nominations to the Board. Our Board currently does not have a written policy with regard to the nomination process, or a formal policy with respect to the consideration of director candidates. In addition, we have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board considers educational background, diversity of professional experience, knowledge of our businesses, integrity, professional reputation, independence, and the ability to represent the best interests of our shareholders. The Board will evaluate the suitability of potential candidates nominated by shareholders in the same manner as other candidates recommended to the Board.
Compensation Committee
The Compensation Committee consists of Messrs. Stanham and Famadas, who serves as Chairman. In 2025, the Compensation Committee held one meeting, which both members attended.
Among its responsibilities, the Compensation Committee: establishes salaries, incentives and other forms of compensation for executive officers and directors; reviews and approves any proposed employment agreement with any executive officer and any proposed modification or amendment thereof; and maintains and administers our equity incentive plan.
The Compensation Committee Chairman reports on Compensation Committee actions and recommendations at Board meetings. The Compensation Committee has the authority to engage the services of outside legal or other experts and advisors as it determines in its sole discretion; however, in 2025 the Compensation Committee did not engage an independent compensation consultant because it did not believe one was necessary. Our Chief Executive Officer may recommend compensation levels for executive officers (other than his own) to the Compensation Committee. The Compensation Committee may form and delegate authority to subcommittees as appropriate and in accordance with applicable law, regulation and the Nasdaq rules.
Insider Trading Policy
We have
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EXECUTIVE COMPENSATION
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Our executive compensation program is designed to balance the goals of attracting and retaining talented executives who are motivated to achieve our annual and long-term strategic goals while keeping the program affordable and appropriately aligned with shareholder interests. We believe that our executive compensation program accomplishes these goals in a way that is consistent with our purpose and core values and the long-term interests of the Company and its shareholders.
The following table sets forth information concerning all cash and non-cash compensation awarded to, and earned by or paid to (i) all individuals serving as the Company’s principal executive officers or acting in a similar capacity during the last two completed fiscal years, regardless of compensation level, and (ii) the Company’s two most highly compensated executive officers other than the principal executive officer serving at the end of the last two completed fiscal years (collectively, the “Named Executive Officers”).
Summary Compensation Table
| Name and Principal Position | Year |
Salary ($) |
All Other Compensation ($) |
Total ($) |
|||||||||||
| William O’Dowd, IV, | 2025 | 400,000 | 282,880 | (1) | 682,880 | ||||||||||
| Chairman and Chief Executive Officer | 2024 | 400,000 | 283,598 | (2) | 683,598 | ||||||||||
| Mirta A. Negrini, | 2025 | 325,000 | — | 325,000 | |||||||||||
| Chief Financial and Operating Officer | 2024 | 322,917 | — | 322,917 | |||||||||||
___________
| (1) | This amount includes life insurance in the amount of $20,380 and interest accrued on accrued and unpaid compensation in the amount of $262,500 (see Certain Relationship and Related Party Transactions). This amount does not include interest payments on promissory notes held by his related party. |
| (2) | This amount includes life insurance in the amount of $20,380 and interest accrued on accrued and unpaid compensation in the amount of $263,218 (see Certain Relationship and Related Party Transactions). This amount does not include interest payments on promissory notes held by his related party. |
Employment Arrangements
Mirta A. Negrini. On October 21, 2013, we appointed Ms. Negrini as our Chief Financial and Operating Officer. The terms of Ms. Negrini’s employment arrangement do not provide for any payments in connection with her resignation, retirement or other termination, or a change in control, or a change in her responsibilities following a change in control. On March 1, 2024, the Compensation Committee of the Board approved an increase in the base salary of Ms. Negrini from $300,000 to $325,000 per year, effective February 1, 2024. On May 5, 2026, the Compensation Committee approved an increase in the base salary of Ms. Negrini from $325,000 to $341,250, effective January 1, 2026. Additionally, on May 5, 2026, the Compensation Committee approved a performance-based cash bonus for Ms. Negrini in the amount of $50,000 tied to performance during 2025.
William O’Dowd. The terms of Mr. O’Dowd’s employment arrangement do not provide for any payments in connection with his resignation, retirement or other termination, or a change in control, or a change in his responsibilities following a change in control. On May 17, 2021, the Compensation Committee approved an increase to the base salary of Mr. O’Dowd from $300,000 to $400,000 per year, effective January 1, 2021. On May 5, 2026, the Compensation Committee approved an increase in the base salary of Mr. O’Dowd from $400,000 to $500,000, effective January 1, 2026.
Outstanding Equity Awards at Fiscal Year-End
None of the Named Executive Officers in the table above had any outstanding equity awards as of December 31, 2025 and December 31, 2024.
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Director Compensation
During the year ended December 31, 2025, we did not pay compensation to any of our directors in connection with their service on our Board. On March 30, 2026, the Board approved compensation for the non-employee directors, effective January 1, 2026. The non-employee directors will be paid $20,000 annually, to be paid one half in cash and one half in Restricted Stock Units.
While the Company occasionally grants restricted stock units to its employees, the Company does not currently award options and therefore does not have any policies or practices as it relates to the award of options in relation to the disclosure of material nonpublic information.
No off-cycle stock option
awards were granted to named executive officers in 2025. During 2025, the Company did not grant equity awards to its named executive officers
during the four business days prior to or the one business day following the filing of its periodic reports or the filing or furnishing
of a Form 8-K that discloses material nonpublic information.
Information Concerning Executive Officers
Biographical information with respect to our current executive officers, Mr. O’Dowd and Ms. Negrini, is set forth above under “Proposal 1—Election of Directors.”
2025 Pay versus Performance Table and Supporting Narrative
The following table and supporting narrative contain information regarding “compensation actually paid” to our named executive officers and the relationship to company performance.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) | Total Shareholder Return ($) (3) | Net Income ($) (4) | |||||||||||||||||||
| 2025 | $ | $ | $ | $ | $ | $ | ( | ) | |||||||||||||||||
| 2024 | $ | $ | $ | $ | $ | $ | ( | ) | |||||||||||||||||
| 2023 | $ | $ | $ | $ | $ | $ | ( | ) | |||||||||||||||||
| (1) | Reflects compensation for our Chief Executive Officer, |
| (2) | Reflects compensation for our only other Named Executive Officer (NEO), Mirta A. Negrini, in each of these years. |
| (3) | Reflects the value of an initial $100 fixed investment on December 31, 2022. |
| (4) | Reflects GAAP net income (loss) in millions as reported in our Annual Report on Form 10-K for the relevant year. |
No adjustments were made to Summary Compensation Table total pay to calculate “compensation actually paid” for our PEO and other NEO.
| PEO | Other NEO | |||||||||||||||||||||||
| Adjustments | 2023 | 2024 | 2025 | 2023 | 2024 | 2025 | ||||||||||||||||||
| Summary Compensation Table Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Compensation Actually Paid | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
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The following charts provide a clear, visual description of the relationships between compensation actually paid (CAP) to our PEO and other NEO, to aspects of our financial performance.
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PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Introduction
The Audit Committee has appointed Grant Thornton LLP (“GT”) to serve as our independent registered public accounting firm for the 2025 fiscal year. GT has served as our independent registered public accounting firm since June 3, 2022. In connection with the appointment of GT, the Audit Committee annually reviews and negotiates the terms of the engagement letter entered into with GT. This letter sets forth important terms regarding the scope of the engagement, associated fees, payment terms and responsibilities of each party.
The Audit Committee believes that the continued retention of GT as our independent registered public accounting firm is in the best interest of us and our shareholders, and we are asking our shareholders to ratify the appointment of GT as our independent registered public accounting firm for 2026. Although shareholder ratification of the selection and appointment of our independent registered public accounting firm is not required by our Bylaws or otherwise, we are submitting such appointment to our shareholders for ratification because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. The Audit Committee will consider the outcome of our shareholders’ vote in connection with the Audit Committee’s appointment of our independent registered public accounting firm in the next fiscal year but is not bound by the shareholders’ vote. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time if it determines that a change would be in the best interests of us and our shareholders.
We expect a representative of GT to attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires and will be available to respond to appropriate questions.
Fees Paid to Our Independent Registered Public Accounting Firm
The following table sets forth the aggregate fees billed or expected to be billed to our Company for professional services rendered by our independent registered public accounting firm, Grant Thornton LLP, for the fiscal years ended December 31, 2025 and December 31, 2024.
Year Ended 12/31/2025 | Year Ended 12/31/2024 | |||||||
| Audit Fees(1) | $ | 798,436 | $ | 750,750 | ||||
| Audit-Related Fees(2) | 31,500 | 157,538 | ||||||
| Tax Fees | — | — | ||||||
| All Other Fees | — | — | ||||||
| Total | $ | 829,936 | $ | 908,288 | ||||
| (1) |
Audit Fees - this category consists of fees billed or expected to be billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with regular filings with the Securities and Exchange Commission and other services that are normally provided by our independent registered public accounting firm for the fiscal years ended December 31, 2025 and December 31, 2024.
|
| (2) | Audit-Related Fees - this category consists of fees billed or expected to be billed for audit-related services performed by the independent registered public accounting firm that are not required by statute or regulation for the registrant itself. During the year ended December 31, 2025, these fees were related to the review of the combined financial statements of 42West LLC, Special Projects Media, LLC, The Digital Dept., LLC and Elle Communications LLC (the “Borrower Group”) related to a term loan with Bank United. During the year ended December 31, 2024, these fees were related to the review of the combined financial statements of the Borrower Group and the audit of Elle Communications LLC. |
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Policy on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm
The Audit Committee reviews, and in its sole discretion pre-approves, our independent auditors’ annual engagement letter including proposed fees and all auditing services provided by the independent auditors. Accordingly, our Audit Committee approved all services rendered by our independent registered public accounting firm, Grant Thornton LLP, during fiscal year 2025, as described above. Our Audit Committee and Board have considered the nature and amount of fees billed or expected to be billed by Grant Thornton LLP and believes that the provision of services for activities unrelated to the audit was compatible with maintaining Grant Thornton LLP’s independence.
The Audit Committee has not implemented a policy or procedure which delegates the authority to approve, or pre-approve, audit or permitted non-audit services to be performed by Grant Thornton LLP. Our Board may not engage the independent auditors to perform the non-audit services proscribed by law or regulation.
Audit Committee Report
The Audit Committee oversees our accounting and financial reporting processes on behalf of the Board. Management has primary responsibility for our financial statements, financial reporting process and internal controls over financial reporting. The independent auditors are responsible for performing an independent audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee’s responsibility is to select the independent auditors and monitor and oversee our accounting and financial reporting processes, including our internal controls over financial reporting, and the audits of our financial statements.
In 2025, the Audit Committee met and held discussions with management and the independent auditors. In the discussions related to our financial statements for fiscal year 2025, management represented to the Audit Committee that such financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee reviewed and discussed with management the financial statements for fiscal year 2025. In fulfilling its responsibilities, the Audit Committee discussed with the independent auditors those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee received from the independent auditors the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditors that firm’s independence.
Based upon the Audit Committee’s discussions with management and the independent auditors and the Audit Committee’s review of the representations of management and the written disclosures and letter of the independent auditors provided to the Audit Committee, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2025 be included in our 2025 annual report on Form 10-K, for filing with the SEC.
The Audit Committee:
Michael Espensen
Nelson Famadas
Nicholas Stanham
The immediately preceding report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate such report by reference.
Vote Required for Approval
Proposal 2 shall be approved if the number of votes cast “FOR” the proposal exceeds the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes will not have any effect on whether Proposal 2 is approved.
Recommendation of the Board of Directors
Our Board recommends a vote “FOR” ratification of the appointment of GT as our independent registered public accounting firm for the year ending December 31, 2026.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The table below shows the beneficial ownership as of September 15, 2026, of our common stock and our Series C Convertible Preferred Stock (the “Series C”) held by each of our incumbent directors, director nominees, named executive officers, all incumbent directors, director nominees and executive officers as a group and each person known to us to be the beneficial owner of more than 5% of our outstanding common stock and 5% of our Series C. The percentages in the table below are based on 13,033,831 shares of common stock outstanding and 50,000 shares of Series C outstanding as of September 15, 2026. Shares of common stock issuable upon conversion of the Series C are not included in such calculation as a result of the Stock Restriction Agreement entered into between the Company and the holder of the Series C pursuant to which the conversion of the Series C is prohibited until such time as a majority of the independent directors of the Board approves the removal of the prohibition. The Stock Restriction Agreement also prohibits the sale or other transfer of the Series C until such transfer is approved by a majority of the independent directors of the Board. The Stock Restriction Agreement shall terminate upon a Change of Control (as such term is defined in the Stock Restriction Agreement) of the Company.
Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Exchange Act. Except as indicated by footnote and subject to community property laws, where applicable, to our knowledge the persons named in the table below have sole voting and investment power with respect to all shares of common stock that are shown as beneficially owned by them. In computing the number of shares owned by a person and the percentage ownership of that person, any such shares subject to warrants or other convertible securities held by that person that were exercisable as of September 15, 2026 or that will become exercisable within 60 days thereafter are deemed outstanding for purposes of that person’s percentage ownership but not deemed outstanding for purposes of computing the percentage ownership of any other person.
Common Stock
| Name and Address of Owner(1) | # of Shares of Common Stock |
% of Class (Common Stock) |
||||||
| Directors and Executive Officers | ||||||||
| William O’Dowd, IV(2) | 2,911,004 | 19.1 | % | |||||
| Michael Espensen(3) | 3,340 | * | ||||||
| Nelson Famadas(3) | 5,321 | * | ||||||
| Mirta A. Negrini | 148 | * | ||||||
| Nicholas Stanham, Esq.(3)(4) | 13,312 | * | ||||||
| Claudia Grillo(3) | 3,388 | * | ||||||
| Hilarie Bass(3) | 3,312 | * | ||||||
| All Directors, Director Nominee and Executive Officers as a Group (7 persons) | 2,939,825 | 19.2 | % | |||||
| Over 5% Shareholder(1) | ||||||||
| Jenna and Galen Gering, 1675 Ard Eevin Avenue, Glendale, CA 91202(5) | 797,780 | 5.8 | % | |||||
| Danielle Finck | 961,000 | 7.4 | % | |||||
| Michael Lowell, 620 Santurce Avenue, Coral Gables, FL 33143(6) | 1,872,501 | 12.8 | % | |||||
| Ephraim G Fields, 265 E. 66th street, 36th floor, NY, NY 10065 | 747,572 | 5.7 | % | |||||
| NSL Ventures LLC, 535 South Norton, Los Angeles, CA 90020 | 1,015,746 | 7.8 | % | |||||
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Series C Convertible Preferred Stock
| Name and Address of Owner(1) | # of Shares of Preferred Stock |
% of Class (Preferred Stock) |
||||||
| William O’Dowd, IV(7) | 50,000 | (8) | 100 | % | ||||
-------
* Less than 1% of outstanding shares.
| (1) | Unless otherwise indicated, the address of each shareholder is c/o Dolphin Entertainment, Inc., 150 Alhambra Circle, Suite 1200, Coral Gables, Florida, 33134. |
| (2) | The amount shown includes (1) 62,106 shares of common stock held by Dolphin Digital Media Holdings LLC, which is wholly-owned by Mr. O’Dowd, (2) 54,535 shares of common stock held by Dolphin Entertainment, LLC, which is wholly-owned by Mr. O’Dowd (3) 551,490 shares of common stock held by Mr. O’Dowd individually and (4) 2,242,873 shares of common stock issuable upon conversion of three convertible promissory notes held by Dolphin Entertainment, LLC, a company wholly owned by Mr. O’Dowd. The amount shown does not include the shares of common stock which may be issued upon the conversion of the interest due on the convertible promissory notes. It also does not include shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock as such series is not presently convertible. |
| (3) | Does not include 3,312 Restricted Stock Units that will not vest within 60 days of September 15, 2026. |
| (4) | Mr. Stanham shares voting and dispositive power with respect to 10,000 of the shares of common stock with his spouse. |
| (5) | This number includes 30,267 shares of common stock and 767,513 shares of common stock issuable upon conversion of six convertible promissory notes within 60 days of September 15, 2026. | |
| (6) | This number includes 284,370 shares of common stock and 1,588,131 shares of common stock issuable upon conversion of four convertible promissory notes within 60 days of September 15, 2026. |
| (7) | The Series C Convertible Preferred Stock are held by Dolphin Entertainment, LLC, which is wholly owned by Mr. O’Dowd. |
| (8) | The Series C is entitled to 7,108,410 votes and is entitled to vote together as a single class on all matters upon which common shareholders are entitled to vote. On November 12, 2020, as amended on September 29, 2022, we entered into a stock restriction agreement with Mr. O’Dowd that prohibits the conversion of Series C Convertible Preferred Stock into common stock unless the majority of the independent directors of the board of directors vote to remove the restriction. The stock restriction agreement will be immediately terminated upon a change of control as defined in the agreement. |
Change in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our Company.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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Related Party Transaction Policy
Under applicable Nasdaq listing standards, all related person transactions must be approved by our Audit Committee or another independent body of the Board. For smaller reporting companies, current SEC rules define transactions with related persons to include any transaction, arrangement or relationship (i) in which we are a participant, (ii) in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and (iii) in which any executive officer, director, director nominee, beneficial owner of more than 5% of our common stock, or any immediate family member of such persons has or will have a direct or indirect material interest. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. All related person transactions will be disclosed in our applicable SEC filings as required under SEC rules.
Transactions with Related Persons
William O’Dowd, IV. Mr. O’Dowd is our Chief Executive Officer and the Chairman of the Board. Dolphin Entertainment, LLC (“DE LLC”), an entity wholly owned by Mr. O’Dowd, previously advanced funds for working capital to Dolphin Films, Inc. (“Dolphin Films”). On June 1, 2021, April 29, 2024 and June 10, 2024, we issued nonconvertible promissory notes with principal balances of $1,107,873, $1,000,000 and $135,000, respectively (the “DE LLC Notes”) to DE LLC. On May 12, 2025, we entered into an exchange agreement (the “Exchange Agreement”) with DE LLC, pursuant to which we and DE LLC agreed to exchange the three nonconvertible promissory notes in the aggregate principal amount of $2,242,873 for three convertible promissory notes (the “New DE Notes”) in the same principal amounts. As consideration for the Exchange Agreement, we and DE LLC agreed to extend the maturity dates of each of the notes by six months. One note, with a principal balance of $1,107,873 now matures on June 30, 2027, one note with a principal balance of $1,000,000 now matures on October 29, 2029 and one note with a principal balance of $135,000, now matures on December 10, 2029. The New DE Notes bear interest at a rate of 10% per annum. DE LLC may convert the principal balance of the New DE Notes and any accrued interest thereon at any time before the maturity date of the New DE Notes into our common stock at a conversion price of $1.00 per share.
As of December 31, 2025 and 2024, we owed DE LLC $2,242,873 of principal and $488,054 and $263,767, respectively, of accrued interest on the New DE Notes. During the years ended December 31, 2025 and 2024, we recorded interest expense of $224,287 and $186,344, respectively, related to the New DE Notes. During the year ended December 31, 2025, we did not repay any principal or interest amount owed to DE LLC. During the year ended December 31, 2024, we made a $200,000 cash payment for interest on the DE LLC Notes and did not repay any of the principal balance. There have not been any proceeds received, repayments of principal or payments of interest related to the New DE LLC Notes for the period between January 1, 2026 and September 15, 2026. The largest aggregate principal amount we owed DE LLC during 2025, 2024 and as of September 15, 2026 was $2,242,873. The balance of principal outstanding under the New DE Notes as of September 15, 2026 was $2,242,873.
On September 7, 2012, we entered into an employment agreement with Mr. O’Dowd, which was subsequently renewed for a period of two years, effective January 1, 2015. The agreement provided for an annual salary of $250,000 and a one-time bonus of $1,000,000. Unpaid compensation accrues interest at a rate of 10% per annum. As of each of December 31, 2025 and 2024, we had a balance of $2,625,000 of accrued compensation and $1,366,305 and $1,503,805, respectively, of accrued interest related to this agreement. We recorded $262,500 and $263,219, respectively, of interest expense for the years ended December 31, 2025 and 2024. During the years ended December 31, 2025 and 2024, we paid $400,000 and $200,000, respectively, of interest payments to Mr. O’Dowd. No accrued compensation or interest payments were made to Mr. O’Dowd for the period between January 1, 2026 and September 15, 2026. The largest aggregate balance of accrued compensation we owed Mr. O’Dowd during 2025, 2024 and as of September 15, 2026 was $2,625,000. The balance of accrued compensation as of September 15, 2026 was $2,625,000.
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Donald Scott Mock. Mr. Mock is the brother of our Chief Executive Officer, Mr. O’Dowd. On January 16, 2024, May 28, 2024 and December 30, 2024, we issued three nonconvertible promissory notes to Mr. Mock in the amounts of $900,000, $75,000 and $8,112, respectively, and received proceeds of $983,112, (collectively, the “Mock Notes”). The Mock Notes bear interest at a rate of 10% per annum and mature on the fourth anniversary of their respective issuance dates. During the years ended December 31, 2025 and 2024, we recorded interest expense of $98,311 and $90,417, respectively, related to the Mock Notes. As of December 31, 2025 and 2024, we owed Mr. Mock $983,112 of the principal balance of the Mock Notes and $188,728 and $90,417, respectively, of accrued interest on the Mock Notes. During the years ended December 31, 2025 and 2024, we did not repay any principal balance or make interest payments to Mr. Mock. There have not been any proceeds received or repayments of principal related to the Mock Notes for the period between January 1, 2026 and September 15, 2026. Interest payments in the amount of $73,733 were made to Mr. Mock during the period between January 1, 2026 and September 15, 2026 related to the Mock Notes. The largest aggregate principal amount we owed to Mr. Mock during 2025, 2024 and as of September 15, 2026 was $983,112. The balance of principal outstanding under the note as of September 15, 2026 was $983,112.
Hilarie Bass. Ms. Bass is a member of our Board of Directors. On May 13, 2025, we entered into a one-year consulting agreement with her with an effective date of January 1, 2025, pursuant to which Ms. Bass will provide commercial litigation advice and litigation consulting services to us (the “Consulting Agreement”). Effective January 1, 2026, the Consulting Agreement was renewed for a second term and will automatically renew for successive one-year periods unless either party provides written notice on non-renewal prior to the end of the then-current period. As compensation for these services, we paid Ms. Bass $25,000 on each of May 15, 2025, July 10, 2025, November 1, 2025, January 30, 2026, May 1, 2026 and July 31, 2026, related to this Consulting Agreement. The payments to Ms. Bass under the Consulting Agreement aggregate to $100,000 annually.
Director Independence
We deem that each of Michael Espensen, Nelson Famadas, Nicholas Stanham, Esq., Claudia Grillo, and Hilarie Bass are independent as that term is defined by NASDAQ 5605(a)(2).The Board determined that Ms. Bass is independent as the compensation she received for her consulting services described above was less than $120,000. In making its determinations, our Board has concluded that none of our independent directors have an employment, business, family or other relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
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OTHER MATTERS
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Shareholder Proposals for 2027 Annual Meeting of Shareholders and Proxies
Shareholder proposals should be sent to us at the address set forth in the Notice. To be considered for inclusion in our proxy statement for the 2027 Annual Meeting of Shareholders, the deadline for submission of shareholder proposals, pursuant to Rule 14a-8 of the Exchange Act is May 28, 2027. Any proposal with respect to our 2027 Annual Meeting of Shareholders that is submitted other than for inclusion in our proxy statement for the 2027 Annual Meeting of Shareholders and otherwise outside of the requirements of Rule 14a-8 of the Exchange Act will be considered timely if we receive written notice of that proposal on or before August 11, 2027 (the 45th day preceding the one (1) year anniversary of the date on which we first sent this proxy statement for the 2026 Annual Meeting). However, if the date of our 2027 Annual Meeting is changed by more than 30 days from the date of our 2026 Annual Meeting, then the notice and proposal will be considered untimely if it is not received at least a reasonable number of days prior to the date on which we mail the proxy statement in respect of such meeting.
Pursuant to Rule 14a-4 under the Exchange Act, shareholder proxies obtained by our Board in connection with our 2027 Annual Meeting of Shareholders will confer on the proxies and attorneys-in-fact named therein discretionary authority to vote on any matters presented at such Annual Meeting which were not included in the Company’s Proxy Statement in connection with such Annual Meeting, unless notice of the matter to be presented at the Annual Meeting is provided to the Company’s Assistant Secretary before August 11, 2027, (the 45th day preceding the one (1) year anniversary of the date on which we first sent this proxy statement for the 2026 Annual Meeting). To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by SEC Rule 14a-19 in accordance with the provisions of SEC Rule 14a-19.
Transaction of Other Business
At the date of this proxy statement, the only business which our Board intends to present or knows that others will present at the Annual Meeting is contained in this proxy statement. If any other matter or matters are properly brought before the Annual Meeting, or an adjournment or postponement thereof, it is the intention of the person named in the accompanying form of proxy to vote the proxy on such matters in accordance with his best judgment.
List of Shareholders Entitled to Vote at the Annual Meeting
The names of shareholders of record entitled to vote at the Annual Meeting will be available at our corporate office for a period of 10 days prior to the Annual Meeting and continuing through the Annual Meeting.
Expenses Relating to this Proxy Solicitation
We will pay all expenses relating to this proxy solicitation. In addition to this solicitation by mail, our officers, directors, and employees may solicit proxies by telephone or personal call without extra compensation for that activity.
Interests of Officers and Directors in Matters to Be Acted Upon
No person who has been a director or executive officer of the Company at any time since the beginning of our fiscal year and no associate of any of the foregoing persons has any substantial interest, direct or indirect, in any matter to be acted upon.
Communication with our Board of Directors
Shareholders may communicate with the Board by directing their communications in a hard copy (i.e., non-electronic) written form to the following address: Board of Directors, Dolphin Entertainment, Inc., 150 Alhambra Circle, Suite 1200, Coral Gables, FL 33134. A shareholder communication must include a statement that the author of such communication is a beneficial or record owner of shares of our common stock. Our Corporate Secretary or one of our officers will review all communications meeting the requirements discussed above and will remove any communications relating to (i) the purchase or sale of products or services, (ii) communications from landlords relating to our obligations or the obligations of one of our subsidiaries under a lease, (iii) communications from suppliers or vendors relating to our obligations or the obligations of one of our subsidiaries to such supplier or vendor, (iv) communications from opposing parties relating to pending or threatened legal or administrative proceedings regarding matters not related to securities law matters or fiduciary duty matters, and (v) any other communications that the Corporate Secretary or officer deems, in his or her reasonable discretion, unrelated to our business. The Corporate Secretary or officer will compile all communications not removed in accordance with the procedure described above and will distribute such qualifying communications to the intended recipient(s). A copy of any qualifying communications that relate to our accounting and auditing practices will also be sent directly to the Audit Committee whether or not it was directed to such persons.
Available Information
We maintain an internet website at www.dolphinentertainment.com. Copies of the Audit Committee Charter, Compensation Committee Charter, Code of Ethics and Code of Conduct can be found on our website, www.dolphinentertainment.com, by clicking on Investor Relations, and such information is also available in print to any shareholder who requests it by writing to us at the address below.
We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of the 2025 annual report on Form 10-K as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. In addition, such report is available, free of charge, through our website, www.dolphinentertainment.com, by clicking on Investor Relations and then SEC Filings. A request for a copy of such report should be directed to Dolphin Entertainment, Inc., 150 Alhambra Circle, Suite 1200, Coral Gables, FL 33134, Attention: Mirta A. Negrini, Telephone: (305) 774-0407. A copy of any exhibit to the 2024 annual report on Form 10-K will be forwarded following receipt of a written request to us.
Householding
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our proxy statement, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.
If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of materials from us, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of materials from us for your household, please contact our transfer agent, Nevada Agency and Transfer Company in writing at 50 West Liberty Street, Suite 880, Reno, Nevada 89501, or by telephone at (775) 322-0626.
If you participate in householding and wish to receive a separate copy of the proxy statement, or if you do not wish to participate in householding and prefer to receive separate copies of materials from us in the future, please contact our transfer agent as indicated above. Beneficial shareholders can request information about householding from their nominee.
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