<SEC-DOCUMENT>0001769022-20-000014.txt : 20201016
<SEC-HEADER>0001769022-20-000014.hdr.sgml : 20201016
<ACCEPTANCE-DATETIME>20201016165735
ACCESSION NUMBER:		0001769022-20-000014
CONFORMED SUBMISSION TYPE:	PX14A6G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20201016
DATE AS OF CHANGE:		20201016
EFFECTIVENESS DATE:		20201016

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRECISION OPTICS CORPORATION, INC.
		CENTRAL INDEX KEY:			0000867840
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
		IRS NUMBER:				042795294
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		PX14A6G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10647
		FILM NUMBER:		201244513

	BUSINESS ADDRESS:	
		STREET 1:		22 EAST BROADWAY
		CITY:			GARDNER
		STATE:			MA
		ZIP:			01440
		BUSINESS PHONE:		978-630-1800

	MAIL ADDRESS:	
		STREET 1:		22 EAST BROADWAY
		CITY:			GARDNER
		STATE:			MA
		ZIP:			01440

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PRECISION OPTICS Corp INC
		DATE OF NAME CHANGE:	20111027

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PRECISION OPTICS CORPORATION INC
		DATE OF NAME CHANGE:	19930328

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PRECISION OPTICS CORP INC
		DATE OF NAME CHANGE:	19600201

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Klarquist Scott
		CENTRAL INDEX KEY:			0001769022

	FILING VALUES:
		FORM TYPE:		PX14A6G

	MAIL ADDRESS:	
		STREET 1:		20 PINE STREET, APT 1117
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10005
</SEC-HEADER>
<DOCUMENT>
<TYPE>PX14A6G
<SEQUENCE>1
<FILENAME>peye10162020.htm
<DESCRIPTION>LETTER TO PEYE SHAREHOLDERS
<TEXT>
<p align="center">
    <strong>
        UNITED STATES

        SECURITIES AND EXCHANGE COMMISSION

        Washington, D.C. 20549
        <p>
        </p>
    </strong>
</p>
<p align="center">
    <strong>
        NOTICE OF EXEMPT SOLICITATION

    </strong>
    Submitted Pursuant to Rule 14a-6(g)
    <strong>
        <p>
        </p>
    </strong>
</p>
<p align="center">
    <strong>
        (Amendment No. ____)
        <p>
        </p>
    </strong>
</p>
<table border="0" cellspacing="0" cellpadding="0" width="100%">

        <tr>
            <td width="0" valign="top">
            </td>
            <td width="36" valign="top">
                <p>
                    1.
                    <p>
                    </p>
                </p>
            </td>
            <td valign="top">
                <p>
                    Name of the Registrant:


                    PRECISION OPTICS CORPORATION, INC.
                    <p>
                    </p>
                </p>
                <p>
                    CIK: 0000867840
                    <p>
                    </p>
                </p>
                <p>
                    Tax ID: 04-2795294
                    <p>
                    </p>
                </p>
            </td>
        </tr>

</table>
<p>
</p>
<table border="0" cellspacing="0" cellpadding="0" width="100%">

        <tr>
            <td width="0" valign="top">
            </td>
            <td width="36" valign="top">
                <p>
                    2.
                    <p>
                    </p>
                </p>
            </td>
            <td valign="top">
                <p>
                    Name of Person Relying on Exemption:


                    Scott Klarquist
                    <p>
                    </p>
                </p>
            </td>
        </tr>

</table>
<p>
</p>
<table border="0" cellspacing="0" cellpadding="0" width="100%">

        <tr>
            <td width="0" valign="top">
            </td>
            <td width="36" valign="top">
                <p>
                    3.
                    <p>
                    </p>
                </p>
            </td>
            <td valign="top">
                <p>
                    Address of Person Relying on the Exemption:


                    20 Pine Street, New York NY 10005
                    <p>
                    </p>
                </p>
            </td>
        </tr>

</table>
<p>
</p>
<table border="0" cellspacing="0" cellpadding="0" width="100%">

        <tr>
            <td width="0" valign="top">
            </td>
            <td width="36" valign="top">
                <p>
                    4.
                    <p>
                    </p>
                </p>
            </td>
            <td valign="top">
                <p>
                    Written Material. The following written materials are
                    attached:


                    Letter to Shareholders, dated October 16, 2020.
                    <p>
                    </p>
                </p>
            </td>
        </tr>

</table>
<p>
    <p>
    </p>
</p>
<p align="center">
    * * *
    <p>
    </p>
</p>
<p>
    <p>
    </p>
</p>
<p>
    Written materials are submitted voluntarily pursuant to Rule 14a-6(g)(1)
    promulgated under the Securities Exchange Act of 1934. This is not a
    solicitation of authority to vote your proxy. I am not asking for your
    proxy card and will not accept proxy cards if sent. The cost of this filing
    is being borne entirely by the filer.
    <p>
    </p>
</p>
<p>
    <strong>
        PLEASE NOTE: I am NOT asking for your proxy card and cannot accept your
        proxy card. Please DO NOT send me your proxy card.
    </strong>
    <p>
    </p>
</p>
<p>
    <p>
    </p>
</p>
<p align="center">
    <em>(Written material follows on next page)</em>
    <p>
    </p>
</p>
<p>
    <p>
    </p>
</p>
<p>
    <p>
    </p>
</p>
<strong>
    <br clear="all"/>
</strong>
<p>
    <strong>
        <p>
        </p>
    </strong>
</p>
<p align="center">
    <strong>
        <em><u>PEYE Urged to Hold Annual Meeting of Shareholders</u></em>
    </strong>
    <em>
        <u>
            <p>
            </p>
        </u>
    </em>
</p>
<p align="center">
    <em>
        Shareholders Must Hold Board Accountable; In Addition, the Financial
        Incentives of Senior Executives Should be Better Aligned with those of
        PEYE Shareholders
    </em>
    <em>
        <p>
        </p>
    </em>
</p>
<table border="0" cellspacing="0" cellpadding="0" width="100%">

        <tr>
            <td width="18" valign="top">
            </td>
            <td width="18" valign="top">
                <p>
                    &#61623;
                    <p>
                    </p>
                </p>
            </td>
            <td width="396" valign="top">
                <p>
                    I have been a patient PEYE shareholder for awhile now and
                    have publicly rooted for the company to succeed. However,
                    patience has limits and, given the flagging
                    stock price and apparent lack of concrete progress towards
                    sustained profitability and/or significantly increased
                    organic revenue growth, mine have been reached. I thus
                    present for the consideration of all PEYE shareholders the
                    following action items.
                    <em>
                        <u>
                            Fellow shareholders, please contact me if you would
                            like work together with me to see progress on these
                            fronts, which should lead over time to a higher
                            [hopefully, MUCH higher] stock price
                        </u>
                    </em>
                    . My full contact information is set forth below.
                    <p>
                    </p>
                </p>
                <p>
                    <p>
                    </p>
                </p>
                <p>
                    <strong><u>1. Annual Meeting</u></strong>
                    : In my opinion, it is high time that PEYE holds an annual
                    meeting. I have been unable to locate any evidence in
                    company SEC filings that it has held such a meeting to
                    elect directors since November 2009, nearly eleven years
                    ago(!) According to Section 2.1 of PEYE's bylaws, however,
                    the company is supposed to hold such a meeting every
                    calendar year:
                    <p>
                    </p>
                </p>
                <p>
                    <p>
                    </p>
                </p>
                <p>
                    "The annual meeting of Precision Optics Corporation, Inc.'s
stockholders                    <strong><em><u>SHALL BE HELD EACH YEAR</u></em></strong> at
                    such date and time as shall be designated from time to time
                    by the Board or the Chief Executive Officer and state in
                    the notice of the meeting." [<em>emphasis added</em>]
                    <p>
                    </p>
                </p>
                <p>
                    See
                    https://www.sec.gov/Archives/edgar/data/867840/000101968714002708/precision_ex301.htm
                    </a>
                    <p>
                    </p>
                </p>
                <p>
                    <p>
                    </p>
                </p>
                <p>
                    Moreover, as a Massachusetts corporation, PEYE is bound by
                    the corporate law of that state, which includes the
                    following provision regarding annual meetings of
                    MA-incorporated companies [Section 7.01 of Chapter 156D]:
                    <p>
                    </p>
                </p>
                <p>
                    <p>
                    </p>
                </p>
                <p>
                    "A corporation shall hold a meeting of shareholders
                    annually at a time stated in or fixed in accordance with
                    the bylaws".
                    <p>
                    </p>
                </p>
                <p>
                    <p>
                    </p>
                </p>
                <p>
                    <p>
                    </p>
                </p>
                <p>
                    Sound corporate governance dictates that companies
                    (especially those publicly traded) hold regular annual
                    meetings, so shareholders can choose company directors
                    (and, more importantly, vote AGAINST those directors not
                    upholding their fiduciary duty to shareholders). Nearly a
                    year ago I spoke to the PEYE IR representative, Robert Blum
                    of Lytham Partners, regarding this very issue. I was
                    informed that PEYE annual meetings are not held largely
                    because of cost considerations. However, given the recent
                    pandemic, almost every public company that I am aware of
                    has gone to virtual meetings, which should (at least in
                    theory) be far less costly than arranging such meetings
                    in-person. Furthermore, even with in-person annual
                    meetings, there is no reason these could not be held on
                    PEYE corporate premises in order to reduce costs. (I have
                    been to a number of annual meetings that are held in small
                    conference rooms at company headquarters. Even Berkshire
                    Hathaway used to do this in the early 1980s.) I strongly
                    urge all PEYE shareholders to reach out to Mr Blum and the
                    company and demand that PEYE schedule an annual meeting
                    ASAP so shareholders can have their say (i.e., vote) on
                    company leadership.
                    <p>
                    </p>
                </p>
            </td>
        </tr>

</table>
<p>
</p>
<table border="0" cellspacing="0" cellpadding="0" width="100%">

        <tr>
            <td width="100%" valign="top">
                <p>
                    <strong>
                        <u>
                            2. Accountability to Shareholders; Alignment (or
                            Lack Thereof) of Financial Incentives
                        </u>
                    </strong>
                    : In addition, it does not appear to me that the financial
                    incentives of PEYE's senior executives have been properly
                    aligned with those of shareholders. The following comes
                    from page 26 of PEYE's 2020 Form 10-K filing
                    </a>
                    :
                    <p>
                    </p>
                </p>
                <p>
                    <p>
                    </p>
                </p>
                <p>
                    "Dr. Joseph N. Forkey has served as our Chief Executive
                    Officer, President and Treasurer since February 8, 2011.
                    Dr. Forkey has been a member of our Board of Directors
                    since 2006. He served as our Chairman of our Board of
                    Directors from February 2011 to July 2014. He served as our
                    Executive Vice President and Chief Scientific Officer from
                    April 2006 to February 2011, and held the position of our
                    Chief Scientist from September 2003 to April 2006."
                    <p>
                    </p>
                </p>
                <p>
                    <p>
                    </p>
                </p>
                <p>
                    Since September 2003 (when Mr Forkey became PEYE's Chief
Scientist), PEYE stock is                    <strong><em><u>DOWN</u></em></strong> about 97.5% (from
                    ~$50/share to the recent $1.26/share). In addition, since
April 2006 (when Mr Forkey joined our board), PEYE stock is                    <strong><em><u>DOWN</u></em></strong> about 84% (from
                    ~$8/share to the recent $1.26/share). [Share price data
                    according to Barron's website. See https://www.barrons.com]
                    Nor does it appear from its SEC filings that PEYE has
                    ever paid a dividend to shareholders. So while shareholders
                    have suffered an almost 100% loss on their PEYE stock over
                    the past 17 years (including no dividends paid out), Mr
                    Forkey in his various capacities at PEYE has collected a
                    large amount of cash and other compensation. In fact, per
                    the recent 10-K filing he was paid over $876,000 over the
                    past two years, i.e., FY2019 and FY2020 (in excess of 5% of the
                    current PEYE market cap!), including the value of stock
                    grants. This is a massive increase from the $120,000 per
                    year total compensation he previously received as CEO, per
                    SEC filings. In my view, something is seriously off with
                    the senior executive incentive system at PEYE. Perhaps we
                    need new leadership altogether.
                    <p>
                    </p>
                </p>
                <p>
                    <p>
                    </p>
                </p>
                <p>
                    IN SUM, I AM TIRED OF SEEING PEYE STOCK LANGUISH IN THE LOW
                    $1 RANGE. SHAREHOLDERS NEED TO LIGHT A FIRE UNDER PEYE
                    MANAGEMENT AND BOARD NOW! AT AN ABSOLUTE BARE MINIMUM, WE
                    SHOULD BE ABLE TO VOTE AT AN ANNUAL MEETING, LIKE ANY OTHER
                    PUBLIC COMPANY. PLEASE JOIN ME IN THIS EFFORT. THANK YOU.
                    <p>
                    </p>
                </p>
            </td>
        </tr>

</table>
<p>
    <p>
    </p>
</p>
<p align="center">
    <strong>* * *</strong>
    <p>
    </p>
</p>
<p>
    <p>
    </p>
</p>
<p>
    <p>
    </p>
</p>
<p>
    Written materials are submitted voluntarily pursuant to Rule 14a-6(g)(1)
    promulgated under the Securities Exchange Act of 1934. This is not a
    solicitation of authority to vote your proxy.
    <strong>
        <em>
            <u>
                I am NOT asking for your proxy card and will not accept proxy
                cards if sent.
            </u>
        </em>
    </strong>
    The cost of this filing is being borne entirely the filer.
    <p>
    </p>
</p>
<p>
    <strong> </strong>
    <p>
    </p>
</p>
<p>
    <strong>Source and Contact Info:</strong>
    <p>
    </p>
</p>
<p>
    Scott Klarquist
    <p>
    </p>
</p>
<p>
    CIO, Seven Corners Capital Management, LLC
    <p>
    </p>
</p>
<p>
    sklarquist@sevencornerscapital.com
    <p>
    </p>
</p>
<p>
    (646) 592-0498
    <p>
    </p>
</p>
<p>
    <p>
    </p>
</p>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
