VNUE VNUE Inc (PK)

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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No fee required

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Title of each class of securities to which transaction applies:

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Aggregate number of securities to which transaction applies:

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Proposed maximum aggregate value of transaction:

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Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Amount Previously Paid:

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Form, Schedule or Registration Statement No.:

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Filing Party:

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Date Filed:

To amend our Articles of Incorporation, as amended to date (“ Articles of Incorporation ”), to increase our authorized capital stock from 750,000,000 shares of common stock, par value $0.0001 per share (“ Common Stock ”), and 20,000,000 shares of preferred stock, par value $0.0001 per share (“ Preferred Stock ”) of which 5,000,000 are designated as Series A Convertible Preferred Stock, to 2,000,000,000 shares of Common Stock, and 20,000,000 shares of Preferred Stock, of which 5,000,000 are designated as Series A Convertible Preferred Stock (the “ Authorized Common Stock Increase ”).

To amend our Articles of Incorporation, as amended to date (“ Articles of Incorporation ”), to increase our authorized capital stock from 750,000,000 shares of common stock, par value $0.0001 per share (“ Common Stock ”), and 20,000,000 shares of preferred stock, par value $0.0001 per share of which 5,000,000 are designated as Series A Convertible Preferred Stock (“ Preferred Stock ”), to 2,000,000,000 shares of Common Stock, and 20,000,000 shares of Preferred Stock, of which 5,000,000,000 are designated as Series A Convertible Preferred Stock (the “ Authorized Common Stock Increase ”).

Q:

WHO IS ENTITLED TO CONSENT TO THE PROPOSAL DESCRIBED IN THIS CONSENT SOLICITATION STATEMENT?

A:

All holders of our Common Stock as of the Record Date, June 7, 2019, are entitled to notice and to vote. As of the Record Date there were 365,955,170 shares of our Common Stock issued and outstanding, and 4,126,776 of our Series A Preferred Stock issued and outstanding. The holders of our Series A Preferred Stock have the right to vote together with the Common Stock holders as a single class on all matters brought before the Common Stock holders on the basis of one hundred (100) votes for each share of Series A Convertible Preferred Stock. The holders of our outstanding convertible promissory notes do not vote with respect to shares issuable upon conversion of their notes but do vote with respect to shares that were already issued to them (presuming they still held those shares on the Record Date) from conversion of principal or interest.

Q:

WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?

A:

Shares Held Directly By You (Record Holders) : If your shares of Common Stock are registered directly in your name with our transfer agent, VStock Transfer, LLC you are considered, with respect to those shares, a “stockholder of record.” If you are a stockholder of record, we have sent this Consent Solicitation Statement to you directly.

Shares Held In Your Brokerage Account (Beneficial Owners): If your shares of Common Stock are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of those shares, as said shares are held by your brokerage in “street name,” on your behalf. This Consent Solicitation Statement is being forwarded to you as a beneficial owner by your broker, bank or nominee who is considered the “stockholder of record” with respect to those shares . Your broker, bank or nominee has enclosed an instruction card for you to use in directing the broker, bank or nominee regarding whether to consents or to withhold consents to the Proposal set forth herein. Your broker, bank, or other nominee will only be able to vote your shares with respect to the Proposal set forth herein if you have instructed them whether to provide your Consent. Please instruct your broker, bank, or other nominee to provide the Consent by using the instruction form you received from them.

Please return your completed written Consent or instruction form to your broker, bank or other nominee and contact the person responsible for your account so that your vote can be counted. If your broker, bank, or other nominee permits you to provide instructions via the Internet or by telephone, you may vote that way as well.

Q:

WILL THERE BE A MEETING OF STOCKHOLDERS TO CONSIDER THE PROPOSAL SET FORTH IN THIS CONSENT SOLICITATION STATEMENT?

A:

No. We will not hold a meeting of stockholders. In accordance with Section 78.315 of the NRS and Article I, Section 7 of our Bylaws, our stockholders are permitted to take action without a meeting if the votes represented by Consents in writing, that would be necessary to authorize or approve the proposed actions set forth in this Consent Solicitation Statement, represent at least a majority of our outstanding voting power.

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WHAT IS THE RECOMMENDATION OF OUR BOARD AS TO THE PROPOSAL DESCRIBED IN THIS CONSENT SOLICITATION STATEMENT?

A:

Our Board unanimously recommends that our stockholders provide their CONSENTS IN FAVOR of the Proposal set forth in this Consent Solicitation Statement. As indicated below, this Proposal is necessary in order to satisfy our existing obligations under certain convertible debt instruments as well as to facilitate future financing activity. We do not have any specific future financing activity contemplated however at this time.

Q:

WHAT IS THE REQUIRED VOTE TO APPROVE THE PROPOSAL?

A.

Because we are seeking stockholder approval by soliciting written Consents, the Proposal must receive signed written Consents from holders of record on the Record Date of at least a majority our voting common stock including the outstanding preferred stock. As of the Record Date, 365,955,170 shares of our Common Stock are issued and outstanding, and 4,126,776 shares of our Series A Preferred Stock, Preferred are issued and outstanding. The holders of our Series A Convertible Preferred Stock have the right vote on the basis of one hundred (100) votes for each share of Series A Convertible Preferred Stock. As a result, we need Consents from Majority Stockholders holding approximately 389,316,385 votes in order to proceed with filing the Charter Amendment with the Nevada Secretary of State to effectuate the Authorized Common Stock Increase.

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WHAT DO I NEED TO DO NOW TO REGISTER MY CONSENTS?

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After carefully reading and considering the information contained in this Consent Solicitation Statement, you may Consent to the Proposal set forth herein by signing and dating the enclosed written Consents and returning it in the enclosed envelope as soon as possible. You may register your Consent by mail, facsimile or via electronic mail on the Internet by following the instructions on Annex A .

Q:

WHAT IF I DO NOT RETURN THE WRITTEN CONSENTS?

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Because the Proposal requires the written Consent of the holders of a majority of our voting equity, your failure to respond will have the same effect as though you attended a meeting and voted “no” or “withheld” consent. In other words, it will have the same effect as Consents Withheld (AGAINST) the Proposal set forth in this Consent Solicitation.

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CAN I VOTE AGAINST THE PROPOSAL?

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Yes; by not returning your Consent you are “withholding” your consent which is in effect a “no vote.” We are not holding a special meeting of our stockholders, so there will be no “yea” or “nay” vote, as such. However, because the Proposal requires the affirmative Consents of the holders of a majority of all of our outstanding voting equity, simply not delivering an executed written Consent in favor of our Proposal will have the same practical effect as a Consents Withheld (AGAINST) the Proposal, or as though you attended a meeting and voted no.

Q:

CAN I REVOKE MY CONSENTS AFTER I HAVE DELIVERED IT?

A:

If you are the stockholder of record, you may revoke your written Consent at any time prior to the time that we receive a sufficient number of written Consents to approve the Proposal set forth herein. A revocation may be in any written form validly signed and dated by you, as long as it clearly states that the Consents previously given is no longer effective. The revocation should be sent to us at VNUE, Inc., c/o VStock Transfer, LLC, Woodmere, New York 11598.

If your shares are held in a brokerage account by a broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or other nominee, provided that such revocation is made prior to the time that we receive a sufficient number of written Consents to approve the Proposal set forth herein. A revocation may be in any written form validly signed and dated by you, as long as it clearly states that the Consent previously given is no longer effective.

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BY WHEN MUST WE RECEIVE A SUFFICIENT NUMBER OF CONSENTS?

A:

We are requesting you to send us your written Consents as soon as possible but no later than July 21, 2019, however, the Board may deem the action as approved and implement the Authorized Common Stock Increase as soon as it receives consents of the Majority Stockholders, as the remaining minority votes would be deemed inconsequential Our Board may extend the deadline to receive written Consents in its sole discretion.

Under the NRS written Consents will remain in effect until a sufficient number of Consents are received by us to take the actions proposed herein; provided, however , that such written Consents will not remain effective after 60 days from the date of the earliest dated and delivered Consents.

Q:

WHAT IS THE PURPOSE OF THE AUTHORIZED COMMON STOCK INCREASE AND THE CHARTER AMENDMENT?

A:

We are currently authorized by our Articles of Incorporation to issue up to 750,000,000 million shares of Common Stock, and 20,000,000 shares of Preferred Stock. As of the Record Date, there were (a) issued and outstanding, an aggregate of 365,955,170 shares of our Common Stock, (b) 388,870,941 additional shares of Common Stock reserved for issuance upon conversion of our outstanding convertible notes. Accordingly, as of the Record Date, our fully-diluted Common Stock was approximately 755,000,000 shares of Common Stock.

The purpose of the Authorized Common Stock Increase is to increase our authorized shares of Common Stock from 750,000,000 shares to 2,000,000,000 shares. This will provide us with flexibility with respect to future transactions, including raising additional capital, acquisitions, stock splits and other general corporate purposes. This will also allow us to maintain compliance with our share reservation requirements that are required under our outstanding convertible indebtedness.

Q:

WHEN WILL THE AUTHORIZED COMMON STOCK INCREASE AND THE CHARTER AMENDMENT BECOME EFFECTIVE?

A:

We intend to file the Charter Amendment with the Nevada Secretary of State to effectuate the Authorized Common Stock Increase immediately upon receipt of the signed Consents from the Majority Stockholders.

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WHAT HAPPENS IF THE AUTHORIZED COMMON STOCK INCREASE DOES NOT RECEIVE CONSENTS FROM OUR MAJORITY STOCKHOLDERS?

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If the Authorized Common Stock Increase does not receive Consents from our Majority Stockholders entitled to provide such Consents, then our Articles of Incorporation will not be amended to reflect the Authorized Common Stock Increase. This may result in having insufficient authorized shares of our Common Stock for issuance in connection with existing convertible debt and future transactions, including raising additional capital, acquisitions, stock splits and other general corporate purposes.

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WHO WILL PAY THE COSTS OF SOLICITING CONSENTS AND EFFECTING THE CHARTER AMENDMENT?

A:

We will pay all of the costs of soliciting written Consents to the Proposal, exhibits, annexes and documents incorporated by reference in this Consent Solicitation Statement, including the distribution of this Consent Solicitation Statement. To effectuate the Authorized Common Stock Increase, we will pay all necessary expenses associated with filing of the Charter Amendment with the Nevada Secretary of State. We may also pay brokerage firms and other custodians for their reasonable expenses for forwarding information materials to the beneficial owners of our Common Stock. We are not soliciting any proxies and will not contract for other services in connection with the shareholder action approving the Proposal.