SCHEDULE 14A
(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
(Amendment No. )
Filed
by the Registrant o
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by a Party other than the Registrant o
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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-11(c) or §240.14a-12 |
Solar Wind Energy Tower, Inc. |
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(Name of Registrant as Specified in Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
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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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SOLAR WIND ENERGY TOWER, INC.
1997 Annapolis Exchange Pkwy., Suite 300,
Annapolis, Maryland 21401
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY - DECEMBER 29, 2014
The Annual Meeting of Stockholders of Solar Wind Energy Tower,
Inc. (“SWET” or the “Company”) will be held at 1997 Annapolis Exchange Pkwy., Suite 300,
Annapolis, Maryland 21401, on Monday - December 29, 2014 at 10:30 a.m. local time, to consider and act upon each of the following
matters, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
| 1. | To elect the individuals named in the Proxy Statement to the Board of Directors. |
| 2. | To ratify the appointment of SWET’s independent registered public accounting firm, RBSM LLP (“RBSM”). |
| 3. | Increase the Company’s total authorized Common Stock from 900 million to 1.3 billion shares. |
| 4. | To transact such other business as may properly come before the meeting and any adjournments thereof. |
Stockholders entitled to notice of and to vote at the Annual
Meeting shall be determined as of the close of business on October 28th, 2014, the record date fixed by the Board of
Directors for such purpose.
You are cordially invited to attend the Annual Meeting in person.
To ensure that your vote is counted at the Annual Meeting, however, please vote as promptly as possible.
|
By Order of the Board of Directors |
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/s/ Ronald W. Pickett |
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Ronald W. Pickett |
|
CEO and Chairman |
Annapolis, Maryland
October 31, 2014
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE
MEETING WHETHER OR NOT YOU ATTEND, PLEASE CAST YOUR VOTE AS INSTRUCTED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
AS PROMPTLY AS POSSIBLE. IF YOU CHOSE TO RECEIVE PAPER COPIES OF YOUR PROXY MATERIALS, INCLUDING THE PROXY CARD, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE RETURN ENVELOPE PROVIDED. ANY STOCKHOLDER ATTENDING
THE MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD
BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
SOLAR WIND ENERGY TOWER, INC.
1997 Annapolis Exchange Pkwy., Suite 300,
Annapolis, Maryland 21401
PROXY STATEMENT FOR 2013 ANNUAL MEETING
OF STOCKHOLDERS
The board of directors
is soliciting proxies to be used at our Friday, December 29, 2014 annual meeting of stockholders. Please read and carefully consider
the information presented in this proxy statement and vote by completing, dating, signing and returning the enclosed proxy in the
enclosed postage-paid envelope.
When proxies are properly
voted, whether as instructed in the Notice of Internet Availability of Proxy Materials or by dating, executing and returning a
paper proxy, the shares they represent will be voted at the Annual Meeting according to the instructions of the stockholder.
INFORMATION ABOUT THE ANNUAL MEETING
WHEN IS THE ANNUAL MEETING?
Monday, December 29,
10:30 A.M. Annapolis, Maryland time.
WHERE WILL THE ANNUAL MEETING BE HELD?
The meeting will be
held at the Company’s corporate offices located at 1997 Annapolis Exchange Pkwy., Suite 300, Annapolis, Maryland 21401.
WHAT ITEMS WILL BE VOTED UPON AT THE
ANNUAL MEETING?
You will be voting on
the following matters:
1. ELECTION
OF DIRECTORS. To elect five (5) directors to serve until the 2015 Annual Meeting of stockholders or until their successors are
duly elected and qualified;
2. RATIFICATION
OF AUDITORS. To ratify the selection of RBSM LLP (“RBSM”) as independent auditors of the Company for the fiscal year
ending December 31, 2015;
3. INCREASE
IN AUTHORIZED STOCK. To increase the Company’s total authorized Common Stock from 900 million to 1.3 billion shares.
4. OTHER
BUSINESS. To transact such other business as may properly come before the annual meeting or any adjournment of the annual meeting.
WHO CAN VOTE?
Only holders of record
of our common stock at the close of business on October 28, 2014 will be entitled to notice of and to vote at the annual meeting
and any adjournments of the annual meeting. You are entitled to one vote for each share of common stock held on that date. On October
28, 2014, there were 533,326,466 shares of our common stock outstanding and entitled to vote.
YOUR BOARD OF DIRECTORS HAS APPROVED
EACH OF THE PROPOSALS SET FORTH HEREIN.
ACCORDINGLY, THE BOARD RECOMMENDS A
VOTE FOR THE ELECTION OF THE NOMINEE DIRECTORS, THE RATIFICATION OF THE APPOINTMENT OF RBSM AS AUDITORS AND THE INCREASE IN AUTHORIZED
STOCK.
HOW DO I VOTE BY PROXY?
Internet Availability of Proxy Materials and Annual Report
These proxy solicitation
materials are available at www.columbiastock.com/voting on or about November 17, 2014 to all stockholders entitled to vote at the
Annual Meeting. A copy of the Company’s Annual Report on Form 10-K will be made available at www.columbiastock.com/voting
concurrently with these proxy solicitation materials.
Pursuant to the rules adopted by the Securities
and Exchange Commission, which we refer to as the SEC, the Company is required to provide access to our proxy materials via the
Internet to a website. Accordingly, the Company is furnishing proxy materials to our stockholders primarily via the Internet, rather
than mailing printed copies of these materials to each stockholder. The Company believes that this process should expedite stockholders’
receipt of proxy materials, lower the costs incurred by the Company for the Annual Meeting and help to conserve natural resources.
On or about November 17, 2014, the Company will make available to each stockholder of record and beneficial owners. (other than
those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials, in the form
of a mailing titled “Important Notice Regarding the Availability of Proxy Materials,” that contains instructions on
how to access and review the proxy materials, including this proxy statement and the Company’s Annual Report to Stockholders
on Form 10-K, on a website referred to in such notice and how to access a proxy card to vote on the Internet or by telephone. The
Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials
and how to instruct us to send future proxy materials to stockholders electronically by email. Any stockholder’s election
to receive the Proxy Materials by email will remain in effect until such stockholder terminates the request. If you receive a Notice
of Internet Availability of Proxy Materials by mail, you should not expect to receive a printed copy of the proxy materials.
If you elect to receive a printed copy
of this proxy, your mailed-in pproxies should not be sent by the stockholder to the Company, but to Columbia Stock Transfer Company,
the Company's Registrar and Transfer Agent, at 1869 E. Seltice Way Suite 292, Post Falls, ID 83854. You may also vote your shares
by:
| · | Marking, signing and dating the enclosed proxy card as promptly as
possible and returning it via facsimile to 855- 664- 3544; |
| · | marking, signing and dating the enclosed proxy card as promptly as
possible and returning it via electronic mail to michelle@columbiastock.com; or |
| · | casting your vote via the Internet at www.columbiastock.com/voting. |
If you return your signed
proxy card before the annual meeting, we will vote your shares as you direct. For the election of directors, you may vote for (1)
all of the nominees, (2) none of the nominees or (3) all of the nominees except those you designate. For each other item of business,
you may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting.
If you return your
signed proxy card but do not specify how you want to vote your shares, we will vote them:
| · | “FOR”
the election of all of our nominees for directors; |
| · | “FOR”
the ratification of RBSM as our independent auditors; |
| · | “FOR”
the increase in the Company’s total authorized Common Stock |
If any matters other
than those set forth above are properly brought before the annual meeting, the individuals named in your proxy card may vote your
shares in accordance with their best judgment.
HOW DO I CHANGE OR REVOKE MY PROXY?
You can change or revoke
your proxy at any time before it is voted at the annual meeting by:
| 1. | Submitting another proxy by mail with a more recent date than that of the proxy first given; |
| 2. | Sending written notice of revocation to Columbia Stock Transfer Company, the Company's Registrar
and Transfer Agent, at 1869 E. Seltice Way Suite 292, Post Falls, ID 83854; or |
| 3. | Attending the annual meeting and voting in person. If your shares are held in the name of a bank,
broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote
at the meeting. |
WHAT CONSTITUTES A “QUORUM”
FOR THE ANNUAL MEETING?
Except as otherwise
provided in the Articles of Incorporation or required by law: A quorum at any annual or special meeting of shareholders shall consist
of shareholders representing, either in person or by proxy, a majority of the outstanding shares of the corporation, entitled to
vote at such meeting. A quorum is necessary to conduct business at the annual meeting. You will be considered part of the quorum
if you have voted by proxy. Abstentions, broker non-votes and votes withheld from director nominees count as “shares present”
at the annual meeting for purposes of determining a quorum. However, abstentions and broker non-votes do not count in the voting
results. A broker non-vote occurs when a broker or other nominee who holds shares for another does not vote on a particular item
because the broker or nominee does not have discretionary authority for that item and has not received instructions from the owner
of the shares.
HOW MANY VOTES ARE REQUIRED?
| · | Directors nominees are elected by a plurality
of the votes cast in person or by proxy, provided that a quorum is present at the Meeting. |
| · | The ratification of the director's selection
of RBSM as the Company's independent auditors will require an affirmative vote of the majority of the votes cast in person or by
proxy, provided that a quorum is present at the annual meeting. |
| · | The approval to increase the Company’s
total authorized Common Stock from 900 million to 1.3 billion requires an affirmative vote of the majority of the votes cast in
person or by proxy, provided that a quorum is present at the annual meeting. |
WHO PAYS FOR THE SOLICITATION OF PROXIES?
The Company will pay
the cost of preparing, printing and mailing material in connection with this solicitation of proxies. We will, upon request, reimburse
brokerage firms, banks and others for their reasonable out-of-pocket expenses in forwarding proxy material to beneficial owners
of stock or otherwise in connection with this solicitation of proxies.
WHEN ARE STOCKHOLDER PROPOSALS FOR THE 2015 ANNUAL MEETING
DUE?
Any stockholder proposals for the 2015
annual meeting must be received by us, directed to the attention of the Company's Secretary, Robert P. Crabb, Solar Wind Energy
Tower, 1997 Annapolis Exchange Pkwy., Suite 300, Annapolis, Maryland 21401, USA, no later than September 30, 2015. The use of certified
mail, return receipt requested, is advised. To be eligible for inclusion, a proposal must comply with our bylaws, Rule 14a-8 and
all other applicable provisions of Regulation 14A under the Securities Exchange Act of 1934.
PROPOSAL 1: ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
At the Meeting, five (5) directors
are to be elected. Pursuant to the Company's By-laws, all directors are elected to serve for the ensuing year and until their respective
successors are elected and qualified. Unless otherwise directed, the persons named in the enclosed Proxy intend to cast all votes
pursuant to proxies received for the election of Ronald W. Pickett, Stephen L. Sadle
, H. James Magnuson, Robert P. Crabb and Arthur P. Dammarell (collectively, the “Nominees”). If any of the Nominees
becomes unavailable for any reason, which event is not anticipated, the shares represented by the enclosed proxy will be voted
for such other person designated by the Board.
Vote required: Directors must
be elected by a plurality of all votes cast at the meeting. Votes withheld for any director will not be counted.
Voting by the Proxies: The Proxies
will vote your shares in accordance with your instructions. If you have not given specific instructions to the contrary, your shares
will be voted to approve the election of the nominees named in the Proxy Statement. Although the Company knows of no reason why
the nominees would not be able to serve, if a nominee were not available for election, the Proxies would vote your Common Stock
to approve the election of any substitute nominee proposed by the Board of Directors. The Board may also choose to reduce the number
of directors to be elected as permitted by our Bylaws.
General Information about the
Nominees: The following information regarding the Nominees, their occupations, employment history and directorships in certain
companies is as reported by the respective Nominees.
Ronald W. Pickett, President and Chief Executive Officer,
Chairman
Mr. Pickett joined our company on December
29, 2010 in connection with the Merger. Mr. Pickett brings over 40 years of construction, development and innovative
technology skills and expertise to the team. He has founded numerous companies from startup and including three from inception
through the public ownership process. Mr. Pickett also has an understanding of government, legislative, and permitting practices.
Since December, 2007, Mr. Pickett has been an independent real estate development consultant. Until March, 2008, Mr. Pickett
was a director of, and until December, 2007, Mr. Pickett was President and CEO of, Telkonet, Inc. (“Telkonet”)
(OTCBB: TKOI.OB), a company that develops, manufactures and sells energy efficiency and smart grid networking technology. Until
January, 2009, Mr. Pickett was President and a director of Microwave Systems Technology Inc. (“Microwave Systems”),
a company that provided Internet/phone/video/wifi services in the New York City area. Until February, 2010, Mr. Pickett was
Vice Chairman of Geeks on Call Holdings, Inc. (“Geeks on Call”) (PINK: GOCH.PK), a company that provided quick-response,
on-site computer solutions and remote/telephone technical support. We took into account his prior experience in operating public
and private enterprises in the development and construction of alternative energy projects and believe Mr. Pickett’s past
experience in these fields gives him the qualifications and skill to serve as a director.
Stephen L. Sadle, Chief Operating Officer, Director
Mr. Sadle joined our company on December
29, 2010 in connection with the merger. Steve is a seasoned entrepreneur with over 40 years of diversified experience in management,
contracting and heavy infrastructure development, interfacing with both the government and private sectors. He served as Vice President
of Business Development and Marketing for over a decade, for a $200 million diversified construction firm. He is experienced in
Web based vertical extranet applications and has developed operating extranets in the construction and transportation industries.
Steve served as co-founder, Chief Operating Officer and Director of Telkonet, Inc. a public technology company. He was also cofounder
and president of a successful regional construction company and was awarded the Small Businessman of the Year Award for the Washington
Metropolitan Area. We believe Mr. Sadle’s business background and public company experience gives him the qualifications
and skill to serve as a director.
H. James Magnuson, Director
Mr. Magnuson has served as a member
of our Board of Directors since 2007. Mr. Magnuson resigned as our Vice President effective December 29, 2010 pursuant
to the terms of the Merger Agreement. Since 1979, Mr. Magnuson has been an attorney engaged in the private practice of law
in Coeur d’Alene, Idaho, and received his BS degree from the University of Idaho and his Juris Doctorate from Boston College.
We believe Mr. Magnuson’s background in providing legal services gives him the qualifications and skill to serve as a director.
Robert P. Crabb, Secretary and Chief Marketing Officer, Director
Mr. Crabb joined our company on December
29, 2010 in connection with the Merger. Mr. Crabb has over 40 years of public and private sector experience including
15 years in the insurance industry including, sales and sales management with MetLife and independent property and casualty
brokerage. His entrepreneurial expertise includes marketing consulting, corporate management and commercial/residential real estate
development. He has served in a corporate governance capacity as secretary to a number of start-up companies. Until September,
2007, Mr. Crabb was Secretary of Telkonet, Inc. until February, 2009, Mr. Crabb was Secretary of Microwave Satellite
Technologies, and until October, 2009, Mr. Crabb was Secretary of Geeks on Call. We believe Mr. Crabb’s past experience
in corporate compliance gives him the qualifications and skill to serve as a director.
Arthur P. Dammarell, Director
Mr. Dammarell has served as a member
of our Board of Directors since 2006. From 2000 through March 2006, Mr. Dammarell was the principal financial officer,
treasurer and a director of Nova Oil, Inc. (now Nova Biosource Fuels, Inc.). He received his BA degree in Urban and Regional Planning
from Eastern Washington University. We took into account his prior work in both public and private organizations providing consulting on
development project financing and believe Mr. Dammarell’s past experience in these fields gives him the qualifications
and skill to serve as a director.
ROLE OF THE BOARD
Pursuant to Nevada law, our business, property
and affairs are managed under the direction of our board of directors. The board has responsibility for establishing broad corporate
policies and for the overall performance and direction of the Company, but is not involved in day-to-day operations. Members of
the board keep informed of our business by participating in board and committee meetings, by reviewing analyses and reports sent
to them regularly, and through discussions with our executive officers.
2014 BOARD MEETINGS
During the year ending December 31, 2014,
as of October 30, 2014 the Board conducted 3 meetings of the Board of Directors and formally executed 11Unanimous Written Consent
Actions. The directors participated in all of the combined total actions of the Board and the committees on which they served in
2014.
BOARD COMMITTEES
Audit Committee
The Company does not have a separately-designated
standing audit committee or a committee performing similar functions. Because the Company does not have an audit committee, the
company has not yet determined whether any of its directors qualifies as an audit committee financial expert. Currently, the Company
Board of Directors review the Company’s 10-K and financial statements.
Nominating Committee
We do not have a Nominating Committee or
Nominating Committee Charter.
Compensation Committee
We currently do not have a compensation
committee of the board of directors.
ELECTION OF DIRECTORS REQUIRES THE AFFIRMATIVE
VOTE OF THE HOLDERS OF A PLURALITY OF THE SHARES OF COMMON STOCK REPRESENTED AT THE ANNUAL MEETING. SHARES OF COMMON STOCK REPRESENTED
BY PROXY CARDS RETURNED TO US WILL BE VOTED FOR THE NOMINEES LISTED ABOVE UNLESS YOU SPECIFY OTHERWISE. THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF DIRECTORS.
PROPOSAL 2: RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
(ITEM 2 ON THE PROXY CARD)
The Board of Directors has appointed the
firm of RBSM as independent auditors of the Company for the year ending December 31, 2014, subject to ratification of the appointment
by the Company's stockholders. Additional information regarding the independence of RBSM and the amount of audit and other fees
paid by the Company to RBSM are disclosed below.
Selection of our Independent Registered
Public Accounting Firm is made by the Board of Directors. RBSM LLP was selected as our Independent Registered Public Accounting
Firm for the year ended December 31, 2010. Our board of directors subsequently appointed RBSM for the years ending December 31,
2011, 2012, 2013 and 2014. All audit and non-audit services provided by RBSM are pre-approved by the Board of Directors which gives
due consideration to the potential impact of non-audit services on auditor independence.
In accordance with Independent Standard
Board Standards No. 1 (Independence Discussion with Audit Committees), we received a letter and verbal communication from RBSM
that it knows of no state of facts which would impair its status as our independent public accountants. The Board of Directors
has considered whether the non-audit services provided by RBSM are compatible with maintaining its independence and has determined
that the nature and substance of the limited non-audit services have not impaired RBSM’s status as our Independent Registered
Public Accounting Firm.
Vote required: Reappointment
of the firm of RBSM as independent auditors of the Company requires a plurality of all votes cast at the meeting.
AUDIT FEES
The aggregate fees billed by RBSM, our
principal accounting firm, for professional services rendered relating to the years ended December 31, 2013 and 2012are as follows:
| |
2013 | | |
2012 | |
| |
| | |
| |
Audit fees | |
$ | 50,000 | | |
$ | 50,000 | |
Audit-related fees | |
$ | 13,400 | | |
$ | 6,100 | |
Tax fees | |
| Nil | | |
| Nil | |
All other fees | |
| Nil | | |
| Nil | |
Audit fees consist of fees related to professional
services rendered in connection with the audit of our annual financial statements on Form 10-K and the review of the interim financial
statements included in each of our quarterly reports on Form 10-Q filed with the SEC.
Audit-related fees consist of fees related
to professional services rendered in connection with the review of the Company’s registration statements and Form 8-K filed
with the SEC.
Our policy is to pre-approve all audit
and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related
services, tax services and other services. Under our audit committee’s policy, pre-approval is generally provided for
particular services or categories of services, including planned services, project based services and routine consultations. In
addition, we may also pre-approve particular services on a case-by-case basis. We approved all services that our independent
accountants provided to us in the past two fiscal years.
THE BOARD OF DIRECTORS RECOMMENDS
THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RBSM AS AUDITORS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2015.
PROPOSAL 3: INCREASE IN THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
(ITEM 3 ON THE PROXY CARD)
The Board of Directors feels that it is in the best interest
on the Company to increase the number of authorized shares of Common Stock from 900 million to 1.3billion shares at this time.
Vote required: An increase in
the number of the Company’s authorized shares of Common Stock requires a plurality of all votes cast at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS
THAT STOCKHOLDERS VOTE “FOR” THE INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
BENEFICIAL OWNERSHIP OF SWET
COMMON STOCK OF
PRINCIPAL STOCKHOLDERS, DIRECTORS
AND MANAGEMENT
The following table sets forth, as of October 30, 2014, the
beneficial ownership of our common stock by:
|
(1) |
each person or entity who is known by us to beneficially own more than five percent (5%) of our common stock; |
|
(2) |
each of our directors; |
|
(3) |
each Named Executive Officer; and |
|
(4) |
all of our directors and executive officers as a group. |
Beneficial ownership is determined in accordance
with SEC rules and generally includes voting or investment power with respect to securities. All share ownership figures include
shares of our common stock issuable upon securities convertible or exchangeable into shares of our common stock within sixty (60)
days of the date hereof, which are deemed outstanding and beneficially owned by such person for purposes of computing his or her
percentage ownership, but not for purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address
of each beneficial owner is c/o Solar Wind Energy Tower Inc., 1997 Annapolis Exchange Parkway, Suite 300, Annapolis, Maryland 21401
and the nature of beneficial ownership is direct.
Name of Beneficial Owner | |
Title of Beneficial Owner | |
Amount and Nature of Beneficial Ownership | | |
Percent of Class (1) | |
Directors and Officers: | |
| |
| | | |
| | |
Ronald W. Pickett | |
President, Chief Executive Officer and Chairman | |
| 95,519,198 | (3) | |
| 16.64% | |
Stephen Sadle | |
Chief Operating Officer and Director | |
| 80,964,815 | (3) | |
| 14.38% | |
Robert P. Crabb | |
Secretary, Chief Marketing Officer and Director | |
| 12,401,235 | (3) | |
| 2.29% | |
H. James Magnuson | |
Director | |
| 1,811,114 | (2) | |
| * | |
Arthur P. Dammarell | |
Director | |
| 625,500 | | |
| * | |
Directors and executive officers as a group (5 persons) | |
| |
| 191,321,862 | | |
| 31.29% | |
Other 5% Shareholders: | |
| |
| | | |
| | |
Typenex Co-Investment, LLC | |
| |
| 33,164,249 | (4) | |
| 6.22% | |
______________
* Less than 1%.
|
(1) |
Based upon 533,326,466 shares of Common Stock outstanding as of October 28, 2014. |
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|
|
|
(2) |
Includes 1,368,891 shares held in trust for the benefit of Mr. Magnuson’s relatives. As trustee, Mr. Magnuson has the power to vote such shares, but disclaims any beneficial ownership in the shares. |
|
|
|
|
(3) |
Includes common shares issuable upon conversion of convertible notes payable of 10,000,000, 6,666,667 and 2,000,000 shares to Mr. Pickett, Mr. Sadle and Mr. Crabb, respectively, and common shares issuable upon exercise of warrants of 30,864,198, 23,148,148 and 5,401,235 shares to Mr. Pickett, Mr. Sadle and Mr. Crabb, respectively. |
|
|
|
|
(4) |
Based on the Schedule 13G/A filed on November 26, 2013 which was filed by Typenex Co-Investment, LLC, Red Cliffs Investments, Inc., JFV Holdings Inc., and John M. Fife with respect to the shares of Common Stock of the Issuer that are directly beneficially owned by Typenex Co-Investment, LLC and indirectly beneficially owned by the other reporting and filing persons. John M. Fife is the President of Typenex Co-Investment, LLC and has voting and deposition power as to the shares owned by Typenex Co-Investment, LLC. |
SECTION 16(a) BENEFICIAL
OWNERSHIP COMPLIANCE
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange
Act of 1934 requires the Company’s Directors and executive officers, and persons who own more than 10 percent of the Company’s
common stock, to file with the SEC the initial reports of ownership and reports of changes in ownership of common stock. Officers,
Directors and greater than 10 percent stockholders are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Specific due dates for such reports have
been established by the SEC and the Company is required to disclose in this report any failure to file reports by such dates during
fiscal 2013. Based solely on its review of the copies of such reports received by it, or written representations from certain reporting
persons that no Forms 5 were required for such persons, the Company believes that during the fiscal year ended December 31, 2013,
there was no failure to comply with Section 16(a) filing requirements applicable to its officers, Directors and ten percent stockholders.
EXECUTIVE COMPENSATION
The following table and related footnotes
show the compensation incurred and or paid during the fiscal years ended December 31, 2013 and 2012, to all individuals serving
as the Company’s principal executive officer or acting in a similar capacity during the last completed fiscal year. No other
executive officers received compensation in excess of $100,000 for such fiscal years.
Summary Compensation Table
Name and principal position | |
Year | |
Salary($) | | |
Bonus($) | | |
Stock awards($) | | |
Non-equity incentive plan compensation | | |
Nonqualified deferred compensation earnings ($) | | |
All other Compensation($) | | |
Total ($) | |
Ronald W. Pickett, | |
2013 | |
| 200,000 | (2) | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | 200,000 | |
President, Chief Executive Officer, Chairman and Principal Accounting officer (1) | |
2012 | |
| 200,000 | (2) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 200,000 | |
Stephen L. Sadle | |
2013 | |
| 175,000 | (4) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 175,000 | |
Chief Operating Officer (3) | |
2012 | |
| 175,000 | (4) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 175,000 | |
______________
|
(1) |
Appointed as President, Chief Executive Officer and Chairman effective December 29, 2010 pursuant to the terms of the Merger Agreement. |
|
|
|
|
(2) |
Included in the amount is $218,767 and $103,382 of accrued salaries for Mr. Pickett for the years ended December 31, 2013 and 2012, respectively. In addition, the amount paid during the years ended December 31, 2013 and 2012 amounted to $84,615 and $81,467, respectively. $150,000 of the accrual has been converted into a note payable during the year ended December 31, 2012. |
|
|
|
|
(3) |
Appointed as Chief Operating Officer effective December 29, 2010 pursuant to the terms of the Merger Agreement. |
|
|
|
|
(4) |
Included in the amount is $167,032 and $101,971 of accrued salaries for Mr. Sadle for the years ended December 31, 2013 and 2012, respectively. In addition, the amount paid during the years ended December 31, 2013 and 2012 amounted to $109,939 and $75,292, respectively. $100,000 of the accrual has been converted into a note payable during the year ended December 31, 2012 |
Director Compensation Table
The following table and related footnotes show the compensation
incurred and or paid during the fiscal year ended December 31, 2013 to the Company’s directors for their service as directors.
Name | |
Fees earned or paid in cash ($) | | |
Stock awards ($) | | |
Option awards ($) | | |
Non-equity incentive plan compensation ($) | | |
Nonqualified deferred compensation earnings ($) | | |
All other compensation ($) | | |
Total ($) | |
Robert P. Crabb (1) | |
$ | 60,000 | (2) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 60,000 | |
H. James Magnuson | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Arthur P. Dammarell | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
______________
|
(1) |
Appointed as director effective December 29, 2010 pursuant to the terms of the Merger Agreement. |
|
(2) |
The Company has accrued salary for Mr. Crabb for his services as an executive officer of the Company for the year ended December 31, 2013 in the amount of $60,000 and the balance at December 31, 2013 amounted to $51,469. |
Narrative to Summary Compensation Table and Director Compensation
Table
During the year ended December 31, 2013,
the Company provided no stock options, warrants, or stock appreciation rights. On December 29, 2010, pursuant to the Merger, Solar
Wind Energy, Inc. became a wholly-owned subsidiary of the Company. The Company has employment agreements with its officers as described
below. The Company has accrued salaries for all its executives from inception through December 31, 2013 and the balance amounted
to $437,268 at December 31, 2013, net of issued convertible notes issued in December 2012 as part payment.
No officer or director has outstanding
unexercised options, stock that has not vested, or equity incentive plan awards. The Company maintains no employee benefits plans.
Name |
|
Position(s) |
|
Term |
|
Salary |
|
Bonus |
|
Severance |
Ronald W. Pickett |
|
President, Chief Executive Officer |
|
3 years; renewable for 1 year on mutual consent * |
|
$200,000 |
|
Board Discretionary |
|
Twelve (12) months salary and benefits for termination without cause. |
Stephen Sadle |
|
Chief Operating Officer |
|
3 years; renewable for 1 year on mutual consent * |
|
$175,000 |
|
Board Discretionary |
|
Twelve (12) months salary and benefits for termination without cause. |
Robert P. Crabb |
|
Secretary, Chief Marketing Officer |
|
3 years; renewable for 1 year on mutual consent |
|
$60,000 |
|
Board Discretionary |
|
Twelve (12) months salary and benefits for termination without cause. |
______________
|
* |
Terms to modify the 1 year contract extension by mutual consent have been agreed to by the Officers and Directors. Under the modification and extension, the contracts will be extended 4 additional years with current salaries being unchanged. Provisions for automatic salary increases based on specific events related to business development successes, rights for the officers to convert any accrued salary into Company notes, and rights to receive warrants to purchase Company stock at market plus 20% premium at the time of the grant while notes are outstanding will be incorporated in the new contracts. The parties have mutually agreed to a stock option plan, the specific terms to be negotiated as part of the final contract. |
Articles of Incorporation
The Company’s Articles of Incorporation do not address
the indemnification or insurance of controlling persons, directors or officers against liability in their capacity as such.
Bylaws
The Company’s Bylaws provide as follows
with respect to the indemnification and insurance of controlling persons, directors or officers against liability in their capacity
as such.
The Company must indemnify any person made
a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative
(“Proceeding”) by reason of the fact that he is or was a director, against judgments, penalties, fines, settlements
and reasonable expenses (including attorney’s fees) (“Expenses”) actually incurred by him in connection with
such Proceeding if:(a) he conducted himself in good faith, and: (i) in the case of conduct in his own official capacity with
the Company, he reasonably believed his conduct to be in the Company’s best interests, or (ii) in all other cases, he
reasonably believes his conduct to be at least not opposed to the Company’s best interests; and (b) in the case of any criminal
Proceeding, he had no reasonable cause to believe his conduct was unlawful.
The Company must indemnify any person made
a party to any Proceeding by or in the right of the Company, by reason of the fact that he is or was a director, against reasonable
expenses actually incurred by him in connection with such proceeding if he conducted himself in good faith, and: (a) in the case
of conduct in his official capacity with the Company, he reasonably believed his conduct to be in its best interests; or (b) in
all other cases, he reasonably believed his conduct to be at least not opposed to its best interests; provided that no such indemnification
may be made in respect of any proceeding in which such person shall have been adjudged to be liable to the Company.
A director will not be indemnified in respect
to any Proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which
he shall have been adjudged to be liable on the basis that personal benefit was improperly received by him. No indemnity
will indemnify any director from or on account of acts or omissions of such director finally adjudged to be intentional misconduct
or a knowing violation of law, or from or on account of conduct of such director finally adjudged to be in violation of, from or
on account of any transaction with respect to which it was finally adjudged that such director personally received a benefit in
money, property, or services to which the director was not legally entitled.
No indemnification will be made by unless
authorized in the specific case after a determination that indemnification of the director is permissible in the circumstances
because he has met the applicable standard of conduct.
Reasonable expenses incurred by a director
who is party to a proceeding may be paid or reimbursed by the Company in advance of the final disposition of such Proceeding in
certain cases.
The Company has the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Company or is or was serving
at the request of the Company as an officer, employee or agent of another corporation, partnership, joint venture, trust, other
enterprise, or employee benefit plan against any liability asserted against him and incurred by him in any such capacity or arising
out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions
of the Bylaws.
Nevada Law
Nevada law provides as follows with respect
to the indemnification and insurance of controlling persons, directors or officers against liability in their capacity as such.
Indemnification. Pursuant to
NRS 78.7502 (Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions), a corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation,
by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with the action, suit or proceeding if the person: (a) is not liable pursuant
to Nevada Revised Statutes 79.138 (breach of good faith); or (b) acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that
the person is liable pursuant to Nevada Revised Statutes 79.138 or did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding,
he or she had reasonable cause to believe that the conduct was unlawful.
A corporation may also indemnify any person
who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement
and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action
or suit if the person: (a) is not liable pursuant to Nevada Revised Statutes 79.138; or (b) acted in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only
to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
To the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to above, or in defense of any claim, issue or matter therein, the corporation must indemnify him or her against expenses,
including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.
Insurance. Pursuant to
NRS 78.752 (Insurance and other financial arrangements against liability of directors, officers, employees and agents), a corporation
may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against the person
and liability and expenses incurred by the person in his or her capacity as a director, officer, employee or agent, or arising
out of his or her status as such, whether or not the corporation has the authority to indemnify such a person against such liability
and expenses. No such financial arrangement may provide protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except
with respect to the advancement of expenses or indemnification ordered by a court.
The SEC’s Position on Indemnification for Securities
Act Liabilities
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to the Company’s directors, officers or controlling persons, the Company
has been advised that in the opinion of the Commission this indemnification is against public policy as expressed in the Securities
Act of 1933, as amended, and is, therefore, unenforceable.
Election of Directors and Officers.
Directors are elected to serve until the
next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve
until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been
elected and qualified. No Executive Officer or Director has been the subject of any order, judgment, or decree of any Court of
competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting
him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or
continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
No Executive Officer or Director has been
convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently
pending.
No Executive Officer or Director is the
subject of any pending legal proceedings.
ANNUAL REPORT ON FORM 10-K
The Company will provide an
online accesses link to each stockholder receiving this Proxy Statement to download a copy of the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2012, including the financial statements and financial statement schedule information
included therein, as filed with the SEC.
OTHER BUSINESS
The Board of Directors is not
aware of any matter other than the matters described above to be presented for action at the Meeting. However, if any other proper
items of business should come before the Meeting, it is the intention of the individuals named on your proxy card as the proxy
holders to vote in accordance with their best judgment on such matters.
|
By Order of the Board of Directors |
|
By: |
/s/ Ronald W. Pickett |
|
Ronald W. Pickett, Chairman and Chief Executive Officer |
October 31, 2014
Annapolis, Maryland
PROXY
SOLAR WIND ENERGY TOWER, INC.
1997 Annapolis Exchange Pkwy., Suite 300
Annapolis, Maryland 21401
ANNUAL MEETING OF STOCKHOLDERS — TO BE HELD DECEMBER 29, 2014 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned, revoking
all prior proxies, hereby appoints RONALD W. PICKETT and ROBERT P. CRABB and each of them, with full power of substitution
in each, as proxies for the undersigned, to represent the undersigned and to vote all the shares of Common Stock of the Company
which the undersigned would be entitled to vote, as fully as the undersigned could vote and act if personally present, at the Annual
Meeting of Stockholders (the “Meeting”) to be held on December 29, 2014, at 10:30 A.M., local time, or at any adjournments
or postponements thereof.
| · | marking, signing
and dating the enclosed proxy card as promptly as possible and returning it via facsimile to 855-664-3544 |
| · | marking, signing
and dating the enclosed proxy card as promptly as possible and returning it via electronic mail to michelle@columbiastock.com;
or |
| · | casting your vote via the Internet at
www.columbiastock.com/voting. |
You may vote in person
at the annual meeting, even if you use one of the three options listed above.
Should the undersigned
be present and elect to vote at the Meeting or at any adjournments or postponements thereof, and after notification to the Secretary
of the Company at the Meeting of the stockholder's decision to terminate this proxy, then the power of such attorneys or proxies
shall be deemed terminated and of no further force and effect. This proxy may also be revoked by filing a written notice of revocation
with the Secretary of the Company or by duly executing a proxy bearing a later date.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE “FOR”
ALL NOMINEES FOR DIRECTOR AND EACH OF THE LISTED PROPOSALS.
Proposal (1) The election as directors of
all nominees listed below to serve until the 2015 Annual Meeting of Stockholders or until their successors have been duly elected
and qualified (except as marked to the contrary).
Nominees:
01)
Ronald W. Pickett |
|
02) Robert P. Crabb |
|
03) Stephen L. Sadle |
04) H. James Magnuson |
|
05) Arthur P. Dammarell |
|
|
|
|
|
|
|
FOR ALL o |
|
WITHHOLD ALL o |
|
FOR ALL EXCEPT o |
To withhold
authority to vote, mark “For All Except” and write the nominee's number on the line below.
Proposal (2) Ratification of the
appointment of RBSM LLP as auditors of the Company for the fiscal year ending December 31, 2015.
FOR o |
|
AGAINST o |
|
ABSTAIN o
|
Proposal
(3) Increase in the Company’s authorized common stock from 900 million to
1.3 billion shares.
FOR o |
|
AGAINST o |
|
ABSTAIN o
|
The shares represented by this
proxy will be voted as directed by the stockholder, but if no instructions are specified, this proxy will be voted for the election
of the Board nominees and for proposals. If any other business is presented at the Meeting, this proxy will be voted by those named
in this proxy in their best judgment. At the present time, the Board of Directors knows of no other business to be presented at
the Meeting.
The undersigned
acknowledges receipt from the Company, prior to the execution of this proxy, of the Notice of Annual Meeting and accompanying Proxy
Statement relating to the Meeting and an Annual Report to Stockholders for fiscal year ended December 31, 2013.
NOTE: PLEASE MARK, DATE AND
SIGN AS YOUR NAME(S) APPEAR(S) HEREON AND RETURN IN THE ENCLOSED ENVELOPE. IF ACTING AS AN EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS, ETC., YOU SHOULD SO INDICATE WHEN SIGNING. IF THE SIGNER IS CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME, BY DULY
AUTHORIZED OFFICER. IF SHARES ARE HELD JOINTLY, EACH SHAREHOLDER SHOULD SIGN.
Name of Shareholder ___________________________________
# Shares Voted _________________________
Signature__________________________________
Signature (Joint Owner) ___________________Date_____________________,
2014
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form
10-K are available at www.columbiastock.com/voting