Costar Technologies : 2022 Proxy Statement

COSTAR TECHNOLOGIES, INC.

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Notice of 2022 Annual Meeting of Stockholders

to be Held on September 29, 2022

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Dear Stockholders of Costar Technologies, Inc.:

The 2022 Annual Meeting of Stockholders of Costar Technologies, Inc. (the "annual meeting") will be held at the offices of Costar Technologies, Inc., 101 Wrangler Drive, Suite 201, Coppell, Texas 75019, on Thursday, September 29, 2022 at 10:00 a.m., local time, for the following purposes:

1. To elect six directors to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified;
2. To ratify the appointment of FORVIS, LLP (formerly known as BKD) as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2022; and
3. To transact such other business as may properly be brought before the meeting or any other adjournment or postponement thereof.

The record date for determining stockholders entitled to vote at the annual meeting is the close of business on August 10, 2022. Whether or not you plan to attend the annual meeting, please sign and date the enclosed proxy and promptly return it in the pre-addressed envelope provided for that purpose, or vote your shares via the Internet. Any stockholder may revoke his or her proxy at any time before the annual meeting by giving written notice to such effect, by submitting a subsequently dated proxy or by attending the annual meeting and voting in person.

Sincerely,

Sarah Ryder

Secretary

Coppell, Texas

August 25, 2022

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COSTAR TECHNOLOGIES, INC. 101 WRANGLER DRIVE, SUITE 201 COPPELL, TEXAS 75019

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PROXY STATEMENT

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Questions and Answers Regarding This Proxy Statement and The Annual Meeting

When is the annual meeting and where is it located? The meeting will take place on Thursday, September 29, 2022, at 10:00 a.m., local time, at the offices of Costar Technologies, Inc., 101 Wrangler Drive, Suite 201, Coppell, Texas 75019.

Who is soliciting your proxy? The proxy solicitation is being made by the Board of Directors of Costar Technologies, Inc. (When we use the terms "we", "us", "our", "Costar" and the "Company", we are referring to Costar Technologies, Inc.) Proxies may also be solicited by our officers and employees, but such persons will not be specifically compensated for such services. Original solicitation of proxies by mail may be supplemented by telephone, telegram or other electronic means.

When will the proxy statement be mailed to stockholders? This proxy statement will first be mailed to stockholders on or about August 25, 2022.

What is the record date and who may attend the annual meeting? Our Board of Directors has selected the close of business on August 10, 2022 as the record date for determining the stockholders of record who are entitled to attend and vote at the annual meeting. This means that all stockholders of record as of the close of business on August 10, 2022 may vote their shares of common stock at the annual meeting. As of the record date, we had 1,653,831 shares of common stock outstanding. If your shares are held through a broker and you would like to attend, please bring a copy of your brokerage account statement reflecting your ownership of our shares on the record date or an omnibus proxy (which you can get from your broker) and we will permit you to attend the annual meeting.

Who is paying for the solicitation of proxies? We will pay all expenses of preparing and soliciting proxies. We may also reimburse brokerage houses, nominees, custodians and fiduciaries for expenses in forwarding proxy materials to the beneficial owners of shares of our common stock held of record. Although we have not yet done so, it may retain a firm to assist in the solicitation of proxies in connection with the annual meeting. We would pay such firm, if any, customary fees, which we expect would be no more than $10,000 plus related expenses.

Who may vote at the annual meeting? If you are a holder of common stock as of the close of business on August 10, 2022, you will have one vote for each share of common stock that you hold on each matter that is presented for action at the annual meeting. If you have common stock that is registered in the name of a broker, your broker will forward your proxy materials and will vote your shares as you indicate. You may receive more than one proxy card if your shares are registered in different names or are held in more than one account.

How do you vote? Sign and date each proxy card you receive and return it in the prepaid envelope. Stockholders who hold their shares through a bank or broker can also vote via the Internet if this option is offered by the bank or broker. Any stockholder may revoke his or her proxy, whether he or she votes by mail or the Internet, at any time before the annual meeting by written notice to such effect received by us at the address set forth above, attn: corporate secretary, by delivery of a subsequently dated proxy or by attending the annual meeting and voting in person.

How will your shares be voted? All properly completed and unrevoked proxies that are received prior to the close of voting at the annual meeting will be voted in accordance with the instructions made.

Brokers, banks, or other nominees that hold shares of common stock in "street name" for a beneficial owner of those shares typically have the authority to vote in their discretion if permitted by the stock exchange or other organization of which they are members. Brokers, banks, and other nominees are permitted to vote the beneficial owner's proxy in their own discretion as to certain "routine" proposals when they have not received instructions from the

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beneficial owner, such as the ratification of the appointment of FORVIS, LLP as the independent registered public accountant for the Company for the fiscal year ending December 31, 2022. If a broker, bank, or other nominee votes such "uninstructed" shares for or against a "routine" proposal, those shares will be counted towards determining whether or not a quorum is present and are considered entitled to vote on the "routine" proposals. However, where a proposal is not "routine," a broker, bank, or other nominee is not permitted to exercise its voting discretion on that proposal without specific instructions from the beneficial owner. These non-voted shares are referred to as "broker non-votes" when the nominee has voted on other non-routine matters with authorization or voted on routine matters. These shares will be counted towards determining whether or not a quorum is present, but will not be considered entitled to vote on the "non- routine" proposals.

Please note that brokers, banks, and other nominees cannot use discretionary authority to vote shares on the election of directors if they have not received specific instructions from their clients. For your vote to be counted in the election of directors, you will need to communicate your voting decisions to your broker, bank, or other nominee before the date of the meeting.

Broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained. Abstentions have no effect on the election of directors. For the purpose of determining whether stockholders have approved all other matters, abstentions have the same effect as votes against such matters being voted on at the meeting.

Is your vote confidential? Proxy cards, ballots and voting tabulations that identify individual stockholders are mailed or returned directly to the transfer agent and are handled in a manner that protects your voting privacy. Your vote will not be disclosed except as needed to permit the transfer agent to tabulate and certify the vote and as required by law. Additionally, all comments written on the proxy card or elsewhere (including through Internet voting) will be forwarded to management. Your identity will be kept confidential, unless you ask that your name be disclosed.

What constitutes a quorum? The presence at the annual meeting, in person or by proxy, of holders of a majority of the issued and outstanding shares of common stock as of the record date is considered a quorum for the transaction of business. If you submit a properly completed proxy or if you appear at the annual meeting to vote in person, your shares of common stock will be considered part of the quorum. Directions to withhold authority to vote for any director, abstentions, and broker non-votes will be counted as present to determine if a quorum for the transaction of business is present. Once a quorum is present, voting on specific proposals may proceed. In the absence of a quorum, the annual meeting shall be adjourned.

As of the close of business on August 10, 2022, 1,653,831 shares of common stock were issued and outstanding. The common stock is our only class of securities entitled to vote, each share being entitled to one non-cumulative vote.

How many votes are needed to approve each proposal?

The Company's by-laws provide that each director will be elected by the vote of a majority of the votes cast, meaning that the number of shares voted "for" a director's election exceeds 50% of the number of votes cast with respect to that director's election, and includes votes to withhold authority; provided that in the event the number of nominees exceeds the number of directors to be elected, such as in the case of a contested election, the directors shall be elected by the vote of a plurality of the votes properly cast at the annual meeting. If a director does not receive the vote of at least the majority of the votes cast at any meeting for the election of directors where the number of nominees does not exceed the number of directors to be elected, such director is required to promptly tender his or her resignation to the Board. In such event, the Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Abstentions and broker non-votes will not be treated as votes cast and therefore have no effect on the proposal. The approval of the measure to ratify our independent auditors requires the affirmative vote of a majority of the votes cast at the annual meeting. Abstentions and broker non-votes will not be treated as votes cast and therefore have no effect on the proposal.

Where can I find the voting results of the Annual Meeting? We intend to announce the preliminary voting results at the annual meeting and will publish the final results in a press release within four business days of the annual meeting.

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PROPOSAL 1

ELECTION OF DIRECTORS

At the annual meeting, you will vote on the election of six individuals to serve on our Board of Directors (the "Board"). Each director will hold office until the next annual meeting and until his or her respective successor is elected and qualified. In the event that any nominee for director withdraws or for any reason is not able to serve as a director, we will vote your proxy for the remainder of those nominated for director (except as otherwise indicated in your proxy) and for any replacement nominee designated by the Board. Jared L. Landaw, Gregory T. Hradsky, and Jeffery S. Wald will each retire from our Board and are not standing for re-election at the annual meeting. Each retiring director will serve as a director until the expiration of his term at the annual meeting. The Board has fixed the authorized number of directors at six to be effective as of August 10, 2022.

The Board, at the recommendation of the Nominating and Corporate Governance Committee, has nominated the six individuals listed below to serve as directors of the Company. Set forth below is information about our nominees, including their name and age, recent employment or principal occupation, their period of service as a Company director, the names of other public companies for which they currently serve as a director or have served as a director within the past five years, and a summary of their specific experience that led to the Board's conclusion that they are qualified to serve as a director on our Board at this time.

Information Concerning Nominees
	Name		Age		Position with the Company		Director Since
	Sally Washlow	51		Chair of the Board of	2019
					Directors (1)(2)(3)
	Alan B. Howe	61		Director (3)(4)	2019
	Scott Switzer	49		Director	2022
	Christopher J. Pappano	52		Director		Nominee
	Guy E.J. Phillips	56		Director		Nominee
	Robert Tirva	56		Director		Nominee
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1. Member of Audit Committee
2. Member of Nominating and Corporate Governance Committee
3. Member of Compensation Committee
4. Member of Strategic Committee

Ms. Sally Washlow has served as one of our directors since 2019. Ms. Washlow currently leads the Midwest practice for the International Center for Executive Options, a boutique provider of executive transition consulting services. She is also the Managing Director of SW Consulting Solutions LLC, a strategic and executive management consulting firm. From 2015 to 2017, Ms. Washlow was the Chief Executive Officer of Cedar Electronics Corporation, a supplier of radar detectors, GPS systems, dash cameras and other electronic products, and led the integration of the Cobra and Escort electronics businesses. Prior to that, Ms. Washlow worked for 13 years at Cobra Electronics Corporation in various capacities, including as President from 2013 until 2015. Ms. Washlow received a Masters in Business Administration in Marketing from DePaul University and a BA in Supply Chain Management from Michigan State University. She is on the Board of Industry Leaders for the Consumer Technology Association and is Chicago Chapter President of the Private Directors Association. Sally also serves on the Data IO board (NASDAQ: DAIO) and is a nominee for the board of Orion Energy Systems (NASDAQ: OESX). We believe Ms. Washlow is qualified to serve on our Board due to her extensive leadership experience and industry knowledge.

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Mr. Alan B. Howe has served as one of our directors since 2019. He has served as a co-founder and the Managing Partner of Broadband Initiatives, LLC, a boutique corporate advisory and strategic consulting firm, since 2001. Previously, he held various executive management positions at Covad Communications, Inc., Teletrac, Inc., Sprint PCS and Manufacturers Hanover Trust Company. Mr. Howe is an experienced public company director. He currently serves as a director of Sonim Technologies (NASDAQ: SONM), Babcock & Wilcox (NYSE: BW), and NextNAV (NASDAQ: NN). He previously served on the boards of SEC reporting companies MagicJack VocalTec, CafePress, WidePoint, Urban Communications, Determine, Orion Energy, Data I/O Corporation, and Spartan Acquisition Corp. Mr. Howe received an Masters Business Administration from the Kelley Business School at Indiana University and a Bachelor of Science in Business Administration and Marketing from the University of Illinois. We believe Mr. Howe is qualified to serve on our Board due to his extensive experience in public company corporate governance, industry experience and experience in mergers and acquisitions.

Mr. Scott Switzer has served as one of our directors since 2022. He was appointed President and Chief Executive Officer by the Board of Directors of Costar Technologies, Inc. on June 2, 2022. Mr. Switzer served as the Company's Interim President and CEO since April 2020. He held the position of Chief Operating Officer beginning in 2018, while retaining his earlier responsibilities as Chief Financial Officer and Secretary of the company, to which he was first named in 2011. Beginning his career with the company in 2001, Mr. Switzer became Controller in 2008 after previously holding the same assignment for Costar Video Systems, LLC. Prior to joining the company, he served as a consultant with Accenture. Mr. Switzer holds a BBA from the Hankamer School of Business at Baylor University. We believe Mr. Switzer is qualified to serve on our Board due to his experience as an executive of our company and his knowledge of our business and industry.

Mr. Christopher J. Pappano is a director nominee. He is a Managing Director of Barington Capital Group, L.P., an investment management firm, where he has been employed since 2016. From 2008 to 2015, Mr. Pappano served as a Partner and Managing Director of Richmond Hill Investment Co., L.P., an investment management firm. From 2002 to 2008, he worked as a Senior Analyst at Barington Capital Group, L.P. Mr. Pappano served on the board of a special purpose acquisition company, M III Acquisition Corp. (NASDAQ: MIII), in 2017 and 2018 where he was a member of the audit committee, until it merged with Infrastructure and Energy Alternatives, Inc. (NASDAQ: IEA). Prior to joining Baringtion Capital, Mr. Pappano held positions at Greenhill & Co., Merrill Lynch & Co. and Coopers & Lybrand. Mr. Pappano holds an A.B. in Economics from the College of the Holy Cross. We believe Mr. Pappano is qualified to serve on our Board due to his financial, investment and mergers and acquisitions experience.

Mr. Guy E.J. Phillips is a director nominee. He is a Managing Member of NuOrion Capital, LLC, a broker- dealer and NuOrion Advisors, LLC, a registered investment advisor. Previously, Mr. Phillips worked for UBS AG from 1998 to 2013 and held various positions, including as Global Head of the Consumer Products & Retail Group in its Investment Banking Division. He holds an M.B.A from Harvard University and a B.A. from Franklin & Marshall College. Mr. Phillips serves on the boards of Lummus Corporation, a privately owned industrial company and Rip Van Wafels, a privately owned, high growth snacking business. We believe Mr. Phillips is qualified to serve on our Board due to his financial and investment experience.

Mr. Robert Tirva is a director nominee. He joined the Skyworks Aeronautics Board of Directors in August 2021 and leads the company's Audit Committee. Mr. Tirva has over 25 years of experience in finance and accounting, most recently serving as President, COO and CFO of Sonim Technologies, Inc. (NASDAQ: SONM). He also served as a Director, Audit Committee Chair and member of the Nominating and Corporate Governance Committee of Resonant, Inc. (NASDAQ: RESN), prior to its acquisition by Murata Manufacturing Company in March 2022. Mr. Tirva's previous roles include CFO of Intermedia, Corporate Controller of Dropbox, Inc., Corporate Controller and Principal Accounting Officer of Broadcom Corporation as well as senior accounting positions with IBM and Navistar Financial Corporation. He started his career with Ernst & Young. Mr. Tirva received an M.B.A. in Finance from the Yale School of Management and a B.B.A. in Accounting from the University of Notre Dame. He is a Certified Public Accountant, licensed in Illinois, but is not engaged in public practice. He is a prior board member of the Forum for Corporate Directors. We believe Mr. Tirva is qualified to serve on our Board due to his executive and financial experience.

Our Board of Directors unanimously recommends that you vote FOR the election of each of the nominees listed above.

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