UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed
by the Registrant [X]
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Preliminary Proxy
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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 |
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required. |
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Integrated
Environmental Technologies, Ltd.
4235
Commerce Street
Little
River, South Carolina 29566
(843) 390-2500
April 22,
2015
Dear Stockholder:
You
are cordially invited to attend the annual meeting of stockholders of Integrated Environmental Technologies, Ltd. (“IET”)
to be held at the offices of Giordano, Halleran & Ciesla, P.C., located at 125 Half Mile Road, Suite 300, Red Bank, New Jersey,
on May 28, 2015 at 10:00 a.m., local time. Details about the annual meeting, nominees for election to the board of directors and
other matters to be acted on at the annual meeting are presented in the notice of annual meeting of stockholders and proxy statement
that follow.
At
the annual meeting, you will be asked to consider and vote upon the following: (1) the election of six nominees for director;
(2) the proposal to approve our amended and restated articles of incorporation to increase the number of authorized shares of
common stock from 400,000,000 to 600,000,000; (3) a non-binding advisory resolution approving executive compensation; (4) a non-binding
advisory resolution to determine the frequency of the vote to approve a non-binding advisory resolution approving executive compensation;
and (5) such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
IET’s
board of directors has unanimously approved the actions you are being asked to consider and recommends that you vote FOR each
of the nominees for director listed in the accompanying proxy statement and FOR the other proposals contained therein.
It
is important that your shares of IET common stock are represented at the annual meeting, whether or not you attend the annual
meeting in person and regardless of the number of shares you own. To ensure that your shares of common stock are represented,
we urge you to complete, sign, date and return your proxy card in the enclosed postage prepaid envelope. Alternatively, you may
vote telephonically or by the internet by following the instructions described in the attached proxy statement. If you attend
the annual meeting, you may vote in person even if you have previously submitted a proxy by mail, telephonically or through the
internet. Your prompt attention is greatly appreciated.
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Very
truly yours, |
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Thomas S. Gifford |
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Secretary |
Integrated
Environmental Technologies, Ltd.
4235
Commerce Street
Little
River, South Carolina 29566
(843) 390-2500
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 28, 2015
To the Stockholders
of Integrated Environmental Technologies, Ltd:
NOTICE
IS HEREBY GIVEN, that the annual meeting of stockholders of Integrated Environmental Technologies, Ltd. (“IET”) will
be held at the offices of Giordano, Halleran & Ciesla, P.C., located at 125 Half Mile Road, Suite 300, Red Bank, New Jersey,
on May 28, 2015 at 10:00 a.m., local time, for the following purposes:
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to
elect six nominees for director who will serve on our board of directors for the following year and until their successors
have been elected and qualify; |
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2. |
to
consider and vote on the proposal to approve and adopt our amended and restated articles of incorporation to increase the
number of authorized shares of common stock from 400,000,000 to 600,000,000; |
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to
consider and vote on a non-binding advisory resolution approving executive compensation; |
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to
consider and vote on a non-binding advisory resolution to determine the frequency of the vote to approve a non-binding advisory
resolution approving executive compensation; and |
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5. |
to
transact such other business as may properly come before the annual meeting, or any adjournment or postponement thereof. |
Stockholders
of record at the close of business on March 31, 2015, are entitled to notice of and to vote at the annual meeting and at any adjournment
or postponement thereof.
IET’s
board of directors recommends that you vote FOR each of the nominees for director listed in the accompanying proxy statement and
FOR the other proposals contained therein.
Whether
or not you expect to attend the annual meeting, please complete, sign and date the enclosed proxy card and return it in the accompanying
postage prepaid envelope. Alternatively, you may vote telephonically or by the internet by following the instructions described
in the attached proxy statement. You may revoke your proxy either by written notice to IET, by submitting a proxy card dated as
of a later date or in person at the annual meeting.
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By
Order of the Board of Directors |
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Thomas S. Gifford |
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Secretary |
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.
PROXY
STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
This
proxy statement is being furnished to the holders of common stock, with a par value of $.001 per share, of Integrated Environmental
Technologies, Ltd. (“IET” or the “Company”) in connection with the solicitation of proxies by its board
of directors for use at the annual meeting of stockholders of IET to be held on May 28, 2015.
IMPORTANT
NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2015
This
proxy statement, the IET annual report for the year ended December 31, 2014 and the proxy card are available at http://viewproxy.com/ietltd/2015.
General
Information
The
annual meeting will be held at 10:00 a.m., local time, on May 28, 2015 at the offices of Giordano, Halleran & Ciesla, P.C.,
located at 125 Half Mile Road, Suite 300, Red Bank, New Jersey. Directions to the offices of Giordano, Halleran & Ciesla,
P.C. can be obtained by accessing the firm’s website at www.ghclaw.com. The board of directors has fixed the close
of business on March 31, 2015 as the record date for the determination of stockholders entitled to notice of and to vote at the
annual meeting.
At the annual
meeting, stockholders of IET will consider and vote on:
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six
nominees for director who will serve on our board of directors for the following year and until their successors have been
elected and qualify; |
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the
amended and restated articles of incorporation that increases the number of authorized shares of common stock from 400,000,000
to 600,000,000; |
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a
non-binding advisory resolution approving executive compensation; |
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a
non-binding advisory resolution to determine the frequency of the vote to approve a non-binding advisory resolution approving
executive compensation; and |
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such
other business as may properly come before the annual meeting, or any adjournment or postponement thereof. |
Stockholders
may revoke the authority granted by their execution of proxies at any time before the effective exercise of such proxies by filing
written notice of such revocation with the secretary of the annual meeting. Presence at the annual meeting does not, in and of
itself, revoke the proxy. Also, any grant of a proxy subsequent to an earlier grant of a proxy, revokes the earlier proxy. All
shares of common stock represented by executed and unrevoked proxies will be voted in accordance with the specifications therein.
Proxies submitted without specification will be voted “FOR” the election of each of the nominees for
director; “FOR” approving the amended and restated articles of incorporation; “FOR” approving,
on a non-binding advisory basis, the resolution approving executive compensation; and “FOR” approving, on a
non-binding advisory basis, the option of once every year as the frequency with which stockholders are to be provided a non-binding
advisory vote on executive compensation. Neither the board nor management of IET is aware, to date, of any matter being presented
at the annual meeting other than the proposals listed above, but, if any other matter is properly presented, the persons named
in the proxy will vote thereon according to their best judgment.
Proxies
for use at the annual meeting are being solicited by the board of directors. The cost for preparing, assembling and mailing the
proxy materials is to be borne by IET. It is not anticipated that any compensation will be paid for soliciting proxies, and IET
does not intend to employ specially engaged personnel in the solicitation of proxies. It is contemplated that proxies will be
solicited principally through the mail, but directors, officers, employees and other agents of IET, without additional compensation,
may solicit proxies personally or by telephone, email, facsimile transmission or special letter. In addition to the solicitation
of proxies by mail, IET will request that banks, brokers and other holders of record send proxies and the proxy material to beneficial
holders of IET common stock and secure their voting instructions, if necessary.
This
proxy statement and the enclosed proxy card are being mailed to stockholders on or before April 22, 2015.
How
to Vote
You
may vote in person or by proxy. Your execution of a proxy will not in any way affect your right to attend the annual meeting and
vote in person. If you are a stockholder of record (that is, if you hold shares that are directly registered in your own name),
there are four ways to vote:
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In
Person. You may vote in person at the annual meeting. We will provide you with a ballot when you arrive. Stockholders
who plan to attend the annual meeting must present valid photo identification. Stockholders of record will be verified against
an official list available at the registration area. We reserve the right to deny admittance to anyone who cannot show valid
identification or sufficient proof of share ownership as of the record date. |
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Via
the Internet. You may vote by proxy via the internet by following the instructions provided on the proxy card. |
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By
Telephone. You may vote by proxy via telephone by calling the toll free number found on the proxy card. |
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By
Mail. You may vote by proxy via mail by filling out the proxy card (you must be sure to complete, sign and date the proxy
card) and returning it in the envelope provided. |
If
your shares are held in the name of a bank, broker or other holder of record, which is known as being held in “street name,”
you will receive separate voting instructions with your proxy materials. If you hold your shares in street name, your ability
to vote by internet or by telephone depends on the voting process of the bank, broker or other holder of record that holds your
shares. Although most banks, brokers and other holders of record also offer internet and telephone voting, availability and specific
procedures will depend on their voting arrangements. Please follow their directions carefully. If you want to vote shares that
you hold in street name at the annual meeting, you must request a legal proxy from the bank, broker, or other holder of record
that holds your shares and present that proxy, along with valid photo identification and sufficient proof of share ownership as
of the record date, at the annual meeting. We reserve the right to deny admittance to anyone who cannot show valid identification
or sufficient proof of share ownership as of the record date.
Quorum
and Votes Required
Stockholders
of record at the close of business on March 31, 2015 are entitled to one vote for each share of common stock then held by them.
As of that date, IET had 303,992,835 shares of common stock issued and outstanding. The presence, in person or by proxy,
of at least a majority of the total number of outstanding shares of common stock entitled to be voted at the annual meeting is
necessary to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted as shares present and
entitled to be voted at the annual meeting for the purpose of determining the existence of a quorum, that are not considered as
shares voting or votes cast with respect to any matter to be voted upon at the annual meeting. A “non-vote” occurs
when a broker holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because, in respect
of such other proposal, the broker does not have discretionary voting power and has not received instructions from the beneficial
owner.
The
vote on each matter submitted to stockholders is tabulated separately. Abstentions and broker “non-votes” are included
in the number of shares present or represented for purposes of quorum, but are not considered as shares voting or as votes cast
with respect to any matter presented at the annual meeting. As a result, abstentions and broker “non-votes” will not
have any effect on any of the matters being submitted to stockholders.
Assuming
a quorum is represented at the annual meeting, either in person or by proxy, the following vote is required for each of the following
matters:
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Proposal
No. 1 - Election of Directors requires that nominees for director will be elected by a plurality of the votes cast at the
annual meeting whether in person or by proxy. |
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Proposal
No. 2 - Adoption of Amended and Restated Articles of Incorporation requires the affirmative vote of a majority of the outstanding
common stock. |
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Proposal
No. 3 - Approval of the Non-Binding Advisory Resolution Approving Executive Compensation requires the affirmative vote of
a majority of the votes cast at the annual meeting whether in person or by proxy. |
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Proposal
No. 4 - Approval of the Non-Binding Advisory Resolution to Determine the Frequency of the Vote to approve a Non-Binding Advisory
Resolution Approving Executive Compensation will be determined by a plurality of the votes cast at the annual meeting whether
in person or by proxy. |
All
votes will be tabulated by the inspector of election appointed at the annual meeting who will separately tabulate affirmative
votes, negative votes, abstentions and broker non-votes.
PROPOSAL
NO. 1 - ELECTION OF DIRECTORS
The
amended and restated bylaws of IET provide that the number of directors shall not be less than one director nor more than twelve
directors, and permit the exact number of directors to be determined from time to time by the board. Currently, the board has
fixed the number of directors at six.
Nomination
Process
Effective
March 24, 2011, the board established a nominating and corporate governance committee and adopted a formal process by which nominees
for director of IET are selected. This committee consists of those members of the board who qualify as independent pursuant to
the standards set forth by the Securities and Exchange Commission (the “SEC”) and proposes nominees for director for
consideration by the full board.
In
making its recommendations to the board, the nominating and corporate governance committee considers, at a minimum, candidates
who have expertise that may be useful to IET as well as those candidates who exhibit the highest personal and professional ethics.
When considering candidates for director, the nominating and corporate governance committee, in addition to the minimum criteria
set forth above, considers various factors, including (1) relevant business experience; (2) independence from management; (3)
judgment, skill, integrity and reputation; (4) existing commitments and potential conflicts of interest; (5) financial and accounting
background; and (6) the size and composition of the existing board. In determining whether to recommend a director for re-election,
the nominating and corporate governance committee also considers the director’s past attendance at meetings and participation
in and contributions to the activities of the board.
Nominees
It
is intended that the proxies solicited by the board will be voted “FOR” the six nominees listed below in the
section captioned “Board of Directors” (unless a stockholder otherwise directs). If, for any reason, any of the nominees
becomes unavailable for election to or service on the board, the proxies solicited by the board of directors will be voted for
such substituted nominee(s) as is (are) selected by the board of directors. The board has no reason to believe that any of the
named nominees are not available or will not serve if elected. Each nominee for director currently serves as a director of IET.
Directors will be elected by a plurality of the votes cast at the annual meeting whether in person or by proxy.
Recommendation
of the Board
The
board of directors unanimously recommends a vote “FOR” the nominees for director listed below.
Board
of Directors and Executive Officers
The
name, age, principal occupation or employment and biographical information of each person nominated to serve as a member of the
board of directors and the executive officers of IET are set forth below:
| Name |
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Age |
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Principal
Occupation or Employment |
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Director
Since |
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| David R. LaVance |
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61 |
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Chairman, President
and Chief Executive Officer of IET |
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2011 |
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| Paul S. Clayson |
|
58 |
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Chairman and Chief
Executive Officer of Valuation Impact |
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2014 |
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| Michael D. Donnell |
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55 |
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Consultant |
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2014 |
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| Anthony Giordano,
III |
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49 |
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President and
Chief Executive Officer of Colonial American Bank |
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2014 |
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| David N. Harry |
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64 |
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Senior Fellow-Technology
- Rockwater Energy Solutions, Inc. |
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2007 |
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| Raymond C. Kubacki |
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70 |
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Chairman, President
and Chief Executive Officer of Psychemedics Corporation |
|
2011 |
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| Thomas S. Gifford |
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46 |
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Executive Vice
President, Chief Financial Officer and Secretary of IET |
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N/A |
Each
candidate for director currently serves as a director of IET until the 2015 annual meeting and has been nominated to serve for
an additional one-year term to expire at the next annual meeting of stockholders of IET. Each executive officer shall serve as
an officer of the Company until he is unable to serve in such capacity, resigns or is removed by the board.
There
are no family relationships among the current executive officers and directors of IET. None of the current executive officers
or directors of IET are directors of any company with a class of securities registered pursuant to Section 12 of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the requirements of Section 15(d) of the
Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended, except for
Mr. LaVance who serves as the chairman of Hologic, Inc. (NASDAQ: HOLX) and the chairman of Scivanta Medical Corporation (OTC Bulletin
Board: SCVM), Mr. Kubacki, who serves as the chairman of Psychemedics Corporation (NASDAQ: PMD) and Thomas S. Gifford and Anthony
Giordano, III, who each serves as a director of Scivanta Medical Corporation (OTC Bulletin Board: SCVM).
Each
of Mr. Clayson, Mr. Donnell, Mr. Giordano, Mr. Kubacki and Mr. Harry currently qualifies as an independent director in accordance
with the rules of NASDAQ and the rules and regulations of the SEC.
Biographical
Information
Nominees
for Director
David
R. LaVance: Mr. LaVance has served as IET’s Chairman, President and Chief Executive Officer since June 16, 2011
and has served as a director of IET since March 3, 2011. From May 22, 2011 to June 16, 2011, Mr. LaVance served as Executive Chairman
of IET. He is also the chairman of the board of directors of Hologic, Inc. (NASDAQ: HOLX), a publicly traded medical device company
specializing in women’s healthcare products. Hologic is the worldwide leader in digital mammography, molecular diagnostics
for women’s health, pap testing and gynecological surgical products. Mr. LaVance has been a director of Hologic since December
2002. From June 2008 through July 2011, Mr. LaVance served as the lead independent director of Hologic and was named chairman
of the board of directors in August 2011. Since March 2003, Mr. LaVance has served as the President and Chief Executive Officer
and the chairman of board of directors of Scivanta Medical Corporation (OTC Bulletin Board: SCVM), a publicly traded medical device
company that has a license to a cardiac monitoring technology. Since August 1997, Mr. LaVance has served as the President and
co-founder of Century Capital Associates LLC, a consulting firm providing business and transaction advisory services. Mr. LaVance
was formerly a Managing Director of KPMG Health Ventures, an advisory group providing investment banking services to healthcare
companies. Mr. LaVance received a B.A. degree from Furman University and a J.D. degree from Washington College of Law of the American
University. As our President and Chief Executive Officer, Mr. LaVance has direct responsibility for IET’s strategy and operations.
This position, together with his many years of experience in corporate management, makes him an invaluable contributor to the
board.
Paul
S. Clayson: Mr. Clayson has served as a director of IET since December 15, 2014. He has over 30 years of experience as
a business owner, strategic planning expert, financial and investment strategist and a senior political advisor. He has served
as Chairman and Chief Executive Officer of Valuation Impact, a global executive mentoring and consulting company focused on helping
start-up and growth-stage companies, since January 2014. He also has served as Chief Executive Officer of CONVERT2, a start-up
energy company focused on conversion of fleet vehicles from fossil fuels to natural gas and other alternative fuels, since July
2004. Mr. Clayson currently serves on the board of directors of Solan, Inc, a graphene materials company; RDSolutions, Inc., a
biotechnology company and SimplEExchange, Inc., a healthcare exchange tools company. He also currently serves on the boards of
advisors of eSurface, Inc., a printed circuit board and semiconductor manufacturing company and Peace Field, Ltd., an investment
and merchant banking firm. He has previously served as Executive Chairman, President and Chief Executive Officer of HzO, Inc.,
an advanced nano-materials technology company that makes electronic devices water resistant, from August 2011 to July 2014; and
as Chairman and Chief Executive Officer of nCoat, Inc., a nanotechnology materials development and manufacturing company, from
March 2004 to April 2011. Mr. Clayson attended the University of Utah for three years where he studied political science and business
management and has completed two M.B.A. Executive Boot Camps at University of Michigan in Corporate Strategic Planning and Strategic
Market Planning. Mr. Clayson’s mix of leadership, management, strategic and finance skills and experience, enable him to
provide important experience and insights to the board.
Michael
D. Donnell: Mr. Donnell has served as a director of IET since December 15, 2014. Mr. Donnell has over 25 years of experience
in leading publicly-traded and private technology-based companies ranging in size from start-ups to organizations with over 1,500
employees. He previously served as the President and Chief Executive Officer of onePhone, Inc., a mobile phone software company,
from June 2012 to December 2013. Prior thereto, he served as on executive officer of several technology and communications based
companies. Mr. Donnell has also served on the boards of directors of eSoft, Inc. from October 2010 to January 2013 and Nexaira,
Inc. from May 2010 to October 2011. Mr. Donnell received a B.A. degree in finance from Central Oklahoma University. Mr. Donnell’s
mix of leadership, management, strategic and finance skills and experience, enable him to provide important experience and insights
to the board.
Anthony
Giordano, III: Mr. Giordano has served as a director of IET since December 15, 2014. He is currently the President and
Chief Executive Officer and a director of Colonial American Bank, which is currently headquartered in Middletown, New Jersey.
From January 1, 2005 through November 30, 2010, Mr. Giordano served as the Senior Executive Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary of Central Jersey Bancorp, a publicly traded bank holding company (NASDAQ: CJBK), from January
2005 through the date of the consummation of the merger of Central Jersey Bancorp and Kearny Financial Corp. in November 2010.
Prior thereto, he served in various executive and senior account positions with various financial institutions. Mr. Giordano received
an M.B.A. degree from Monmouth University and a B.S. degree in finance from Kean University. Mr. Giordano’s mix of leadership,
management, strategic and finance skills and experience enable him to provide important accounting and finance experience and
management insights to the board.
David
N. Harry: Mr. Harry has served as a director of IET since June 21, 2007. Mr. Harry is a Senior Technology Fellow with
Rockwater Energy Solutions, Inc. and is the former Executive Vice President and Chief Technical Officer of Benchmark Performance
Group, Inc. In 2011, Benchmark was rolled-up as one of the founding companies of Rockwater. Rockwater is a leading provider of
services and products related to the management and treatment of water, and the development of chemicals for use in the oil and
gas industry. Mr. Harry joined Benchmark in 1984 to assist it with its growing dry and liquid chemical blending business. Mr.
Harry was Benchmark’s Chief Technical Officer from 1990 through 2011, directing all of Benchmark’s quality control,
technical support and product development activities. Mr. Harry began his career as an analytical chemist in 1977. Mr. Harry is
a member of the Society of Petroleum Engineers and the American Chemical Society. He received his B.S. degree and M.S. degree
from Stephen F. Austin State University and conducted post-graduate work in limnology and hydrology at Texas A&M University.
Mr. Harry’s scientific background and understanding of our technology and its applications, particularly in the area of
oil and gas, enable him to provide important insights to the board.
Raymond
C. Kubacki: Mr. Kubacki has served as a director of IET since March 3, 2011. Since 1991, Mr. Kubacki has served as the
President and Chief Executive Officer of Psychemedics Corporation (PMD: NASDAQ), the world’s largest supplier of drugs of
abuse testing using hair analysis. He has also served as Chairman of the Board of Psychemedics Corporation since 2003. Prior to
joining Psychemedics Corporation, he held a number of senior management positions in finance, marketing, and manufacturing with
Reliance Electric Company and Acme-Cleveland Corporation and as an investment officer at Massachusetts Financial Services Company.
Mr. Kubacki currently serves on the board of trustees of the Center for Excellence in Education, a non-profit organization dedicated
to nurturing careers of excellence and leadership in science and technology for academically gifted high school and college students.
Mr. Kubacki received his B.A. degree from Harvard University and his M.B.A. from Harvard Business School, and also holds an Executive
Masters Professional Director Certification, the highest level award, from the American College of Corporate Directors, a public
company director education and credentialing organization. Mr. Kubacki’s mix of leadership, management, strategic and finance
skills and experience, enable him to provide important experience and insights to the board.
Non-Director
Executive Officer
Thomas
S. Gifford: Mr. Gifford has served as IET’s Chief Financial Officer since May 22, 2011 and as its Executive Vice
President and Secretary since June 16, 2011. Mr. Gifford is also the Vice President and co-founder of Century Capital Associates
LLC. Since March 2003, he has also served as the Executive Vice President, Chief Financial Officer and Secretary of Scivanta Medical
Corporation (OTC Bulletin Board: SCVM), a publicly traded medical device company that is developing a cardiac monitoring system.
Mr. Gifford was formerly a Manager and Associate Director of KPMG Health Ventures, an advisory group providing investment banking
services to healthcare companies and an accountant for KPMG Peat Marwick LLP. He is a licensed attorney in New York and New Jersey
and is a Certified Public Accountant. Mr. Gifford received a B.S. degree from Rutgers University and a J.D. degree from Seton
Hall University School of Law.
CORPORATE
GOVERNANCE
General
The
Company believes that good corporate governance is important to ensure that the Company is managed for the long-term benefit of
its stockholders. The board of directors of the Company has responsibility for establishing broad corporate policies and reviewing
the overall performance of the Company. The Company’s officers are responsible for day-to-day operations. The board’s
primary responsibility is to oversee the management of the Company and, in so doing, serve the best interests of the Company and
its stockholders. The board selects, evaluates and provides for the succession of executive officers and, subject to stockholder
election, directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed
major commitments of corporate resources. It participates in decisions that have a potential major economic impact on the Company.
Management keeps the directors informed of Company activity through reports and presentations at board and committee meetings.
The
board of directors has delegated certain of its oversight responsibilities to three standing committees: a nominating and corporate
governance committee, a compensation committee and an audit committee, each of which is comprised solely of independent directors
(see “Independence” below). Each of the above committees operates under a separate charter that has been approved
by the board of directors and is posted on the Company’s web site at www.ecotreatments.com. All members of
the standing committees are nonemployee directors.
The
Company has in place a Chief Executive and Senior Financial Officer Code of Ethics. The Chief Executive and Senior Financial Officer
Code of Ethics is available for viewing on IET’s website at www.ecotreatments.com.
Independence
Under
the rules of the NASDAQ, a majority of the directors and all of the members of the audit committee must qualify as independent
directors. The board conducts an annual review of the independence of the members of the board and its committees. Although the
board has not adopted categorical standards of materiality for independence purposes (other than those set forth in the NASDAQ
listing standards), information provided by the directors and the Company did not indicate any relationships (e.g., commercial,
industrial, banking, consulting, legal, accounting, charitable, or familial), which would impair the independence of any of the
non employee directors.
Certain
Relationships and Related-Party Transactions
The
board has adopted a policy whereby the audit committee is responsible for reviewing any proposed related-party transaction. The
types of transactions covered by the policy include payments for products or services to or indebtedness to or from, related parties,
as defined in Item 404(b) of Regulation S-K under the federal securities laws. The audit committee has determined that there were
no related-party transactions with any related party in fiscal 2014 that would require disclosure under Item 404(a) of Regulation
S-K.
Board
of Director Meetings and Committees
The
board of directors of IET conducts business through meetings of the board and sometimes by unanimous written consent. In addition,
the board sometimes conducts business through its committees. The board of directors for the year ended December 31, 2014 consisted
of: David R. LaVance, Paul S. Clayson, Michael D. Donnell, Anthony Giordano, III, Raymond C. Kubacki, David N. Harry and E. Wayne
Kinsey, III. Valgene L. Dunham, Ph.D., was a member of the Company’s board of directors during fiscal 2014 until December
15, 2014, when he retired from the board.
During
fiscal 2014, the board held three meetings, with each director of IET serving on the board in fiscal 2014 attending at least 75%
of the total number of meetings of the board of directors and the committees of which such director was a member, except for E.
Wayne Kinsey, III, who only attended 33% of the meetings due to medical issues.
The
Company encourages all incumbent directors, as well as all nominees for election as director, to attend the annual meeting.
Nominating
and Corporate Governance Committee
The
nominating and corporate governance committee for fiscal 2014 consisted of Raymond C. Kubacki, David N. Harry and Valgene L. Dunham,
Ph.D, until his retirement from the board of directors of IET on December 15, 2014. Dr. Dunham was the Chairman of the nominating
and corporate governance committee until his retirement from the board. Following Dr. Dunham’s retirement and for the remainder
of fiscal 2014, there was no chairman of the nominating and corporate governance committee. On January 9, 2015, the board restructured
it standing committees and elected Raymond C. Kubacki, David N. Harry and Michael D. Donnell as the members of the nominating
and corporate governance committee, and named Mr. Donnell as Chairman of such committee.
Each
of Mr. Kubacki, Mr. Harry and Mr. Donnell qualifies as an independent director and Dr. Dunham, during his tenure, qualified as
an independent director in accordance with the rules of NASDAQ and the rules and regulations of the SEC.
The
nominating and corporate governance committee is charged with identifying and screening candidates, consistent with criteria approved
by the board of directors, and making recommendations to the board of directors as to persons to be nominated by the board of
directors for election thereto by the stockholders or to be chosen by the board of directors to fill newly created directorships
or vacancies on the board of directors. In addition, the nominating and corporate governance committee is to review, evaluate
and make recommendations to the board regarding the Company’s corporate governance policies and practices, review and evaluate
the Company’s executive officers on matters unrelated to compensation and to carry out such other responsibilities set forth
in the amended and restated nominating and corporate governance charter which was adopted on March 2, 2012 and is available for
viewing on IET’s website at www.ecotreatments.com.
The
nominating and corporate governance committee identifies board candidates through numerous sources, including recommendations
from directors, executive officers and stockholders of the Company. The nominating and corporate governance committee evaluates
identified board candidates based on the criteria established by and periodically reviewed by the nominating and corporate governance
committee. The nominating and corporate governance committee seeks to identify those individuals most qualified to serve as board
members and will consider many factors with regard to each candidate, including judgment, integrity, prior experience, the interplay
of the candidate’s experience with the experience of other board members, the extent to which the candidate would be desirable
as a member of any committees of the board, and the candidate’s willingness to devote the time and effort required for board
responsibilities, without a particular diversity. Selected candidates are interviewed by members of the nominating and corporate
governance committee and certain other board members. Based on the foregoing, the nominating and corporate governance committee
makes recommendations to the board with respect to director nominees. During fiscal 2014, the nominating and corporate governance
committee met one time.
The
Company’s stockholders may recommend individuals to the nominating and corporate governance committee for consideration
as potential director candidates at the Company’s 2016 annual meeting by submitting their names and appropriate background
and biographical information to the Nominating and Corporate Governance Committee, Integrated Environmental Technologies, Ltd.,
4235 Commerce Street, Little River, South Carolina 29566 not later than December 31, 2015. Assuming that the appropriate information
has been timely provided, the nominating and corporate governance committee will consider these candidates substantially in the
same manner and under the same criteria as it considers other board candidates it identifies.
Compensation
Committee
The
compensation committee for fiscal 2014 consisted of Raymond C. Kubacki, David N. Harry and Valgene L. Dunham, Ph.D, until his
retirement from the board of directors of IET on December 15, 2014. Mr. Kubacki was the Chairman of the compensation committee
during fiscal 2014. On January 9, 2015, the board restructured its standing committees and elected Paul S. Clayson, Michael D.
Donnell and Anthony Giordano, III as the members of the compensation committee, and named Mr. Clayson as Chairman of such committee.
Each
of Mr. Clayson, Mr. Donnell and Mr. Giordano qualifies as an independent director and each of Mr. Kubacki, Mr. Harry and Dr. Dunham,
during their respective tenures, qualified as an independent director in accordance with the rules of NASDAQ and the rules and
regulations of the SEC.
The
compensation committee is responsible for determining whether IET’s compensation and benefits packages are suitable, do
not provide excessive benefits or result in material financial loss to IET or create incentives for excessive risk taking. The
compensation committee is also responsible for approving compensation packages and plans for senior management and recommending
to the board compensation for directors as well as such other responsibilities set forth in the amended and restated compensation
committee charter which was adopted on March 2, 2012 and is available for viewing on IET’s website at www.ecotreatments.com.
The compensation committee also administers the Company’s 2010 Stock Incentive Plan and the 2012 Equity Incentive Plan.
During fiscal 2014, the compensation committee did not meet.
Audit
Committee
The
audit committee for fiscal 2014 consisted of Raymond C. Kubacki, David N. Harry and Valgene L. Dunham, Ph.D, until his retirement
from the board of directors of IET on December 15, 2014. Mr. Kubacki is the Chairman of the audit committee. On January 9, 2015,
the board restructured its standing committees and elected Raymond C. Kubacki, Paul S. Clayson and Anthony Giordano, III as the
members of the audit committee, and named Mr. Kubacki as Chairman of such committee.
Each
of Mr. Kubacki, Mr. Clayson and Mr. Giordano qualifies as an independent director and each of Mr. Harry and Dr. Dunham, during
their respective tenures, qualified as an independent director in accordance with the rules of NASDAQ and the rules and regulations
of the SEC. In addition, the board has determined that Mr. Kubacki qualifies as an audit committee financial expert by SEC rules.
The
audit committee’s primary responsibility is to assist the board in fulfilling its oversight responsibilities with respect
to financial reports and other financial information, as well as such other responsibilities set forth in the amended and restated
charter of the audit committee which was adopted on March 2, 2012 and is available for viewing on IET’s website at www.ecotreatments.com.
During fiscal 2014, the audit committee met four times.
Board
Leadership Structure
Our
board as of December 31, 2014 was comprised of five independent directors, one employee director and one non-employee/non-independent
director. Mr. LaVance has served as Chairman of the Board, President and Chief Executive Officer since June 16, 2011, and has
been a member of our board since March 3, 2011. Our independent, experienced directors constitute a majority of our board, which
we believe benefits IET and its stockholders. IET currently does not have a “lead” independent director.
We
recognize that different board leadership structures may be appropriate for companies in different situations and believe that
no one structure is suitable for all companies. We believe our current board leadership structure is optimal for us because it
demonstrates to our employees, suppliers, customers, and other stakeholders that IET is under strong leadership, with a single
person setting the tone and having primary responsibility for managing our operations. Having a single leader for both the Company
and the board eliminates the potential for confusion or duplication of efforts, and provides clear leadership for IET. We believe
IET, like many U.S. companies, has been well-served by this leadership structure.
Risk
Oversight
Our
board is responsible for overseeing the Company’s risk management process. The board focuses on IET’s general risk
management strategy and the most significant risks facing IET, and ensures that appropriate risk mitigation strategies are implemented
by management. The board is also apprised of particular risk management matters in connection with its general oversight and approval
of corporate matters.
The
board has delegated to the audit committee oversight of IET’s risk management process. Among its duties, the audit committee
reviews with management (a) IET’s policies with respect to risk assessment and management of risks that may be material
to IET, (b) IET’s system of disclosure controls and system of internal controls over financial reporting, and (c) IET’s
compliance with legal and regulatory requirements. The audit committee is also responsible for reviewing major legislative and
regulatory developments that could materially impact IET’s contingent liabilities and risks. Our full board also considers
and addresses risk as it performs its responsibilities. All committees report to the full board as appropriate, including when
a matter rises to the level of a material or enterprise level risk.
IET’s
management is responsible for day-to-day risk management. Our President and Chief Executive Officer as well as our Executive Vice
President and Chief Financial Officer undertake primary responsibility for monitoring and testing for company-wide policies and
procedures, and manage the day-to-day oversight of the risk management strategy for the ongoing business of IET. This oversight
includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational,
compliance and reporting levels.
We
believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing
IET and that our board leadership structure supports this approach.
Executive
Sessions of Nonemployee Directors
The
board and its committees generally hold executive sessions of its nonemployee directors at each meeting. The Chairman of the audit
committee generally serves as the Chairperson for executive sessions of the board.
Communications
between Stockholders and the Board
Interested
parties, including stockholders, may communicate directly with the Chairman of the audit committee or the nonemployee directors
as a group by writing to those individuals or the group at the following address: Integrated Environmental Technologies, Ltd.,
4235 Commerce Street, Little River, South Carolina 29566. If correspondence is received by the Corporate Secretary, it will be
forwarded to the appropriate person or persons in accordance with the procedures adopted by a majority of the independent directors
of the board. When reporting a concern, please supply sufficient information so that the matter may be addressed properly. Although
you are encouraged to identify yourself to assist IET in effectively addressing your concern, you may choose to remain anonymous,
and IET will use its reasonable efforts to protect your identity to the extent appropriate or permitted by law.
Report
of the Audit Committee
Notwithstanding
anything to the contrary set forth in any of IET’s previous or future filings under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, that might incorporate this proxy statement, in whole or in part, the
following report shall not be deemed to be incorporated by reference into any such filing.
The
audit committee, as in place effective January 9, 2015, reviewed and discussed with IET’s management the audited consolidated
financial statements of IET for the year ended December 31, 2014. In addition, the audit committee discussed with RBSM, LLP, IET’s
independent registered public accountants, those matters required to be discussed under Auditing Standard No. 16 “Communications
with Audit Committees” issued by the Public Company Accounting Oversight Board (“PCAOB”). The audit committee
also received the written disclosures and the independence letter from RBSM, LLP as required by PCAOB Rule 3526 and has discussed
with RBSM, LLP its independence from the Company.
Based
on the audit committee’s review and discussions noted above, the audit committee, as in place effective January 9, 2015,
recommended to the board that IET’s audited consolidated financial statements for the year ended December 31, 2014 be included
in its annual report on Form 10-K for the year ended December 31, 2014 and that such Form 10-K be filed with the SEC.
Raymond
C. Kubacki, Chairman
Paul S.
Clayson
Anthony
Giordano, III
Change
in Independent Registered Public Accounting Firms
On
February 23, 2015, the Company had to dismiss L.L. Bradford & Company, LLC as the Company’s independent registered public
accounting firm because the Company was informed by L.L. Bradford & Company, LLC that it would no longer provide independent
registered public accounting services to SEC reporting companies. This change was required because the L.L. Bradford & Company,
LLC’s partners that provided such services left its firm and joined RBSM, LLP. The Company engaged RBSM, LLP as its independent
registered public accounting firm effective February 23, 2015. The decision to change accountants was approved by the Company’s
audit committee.
The
L.L. Bradford & Company, LLC’s audit report on the consolidated financial statements of the Company for the year ended
December 31, 2013 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principles, except that the audit report on the consolidated financial statements of the Company for
the year ended December 31, 2013 contained an uncertainty about the Company’s ability to continue as a going concern.
During
the two years ended December 31, 2014 and through the interim period ended February 23, 2015, there were no “disagreements”
(as such term is defined in Item 304 of Regulation S-K) with L.L. Bradford & Company, LLC on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction
of L.L. Bradford & Company, LLC, would have caused it to make reference thereto in its reports on the financial statements
for such periods.
During
the two years ended December 31, 2014 and through the interim period ended February 23, 2015, there were no “reportable
events” (as such term is defined in Item 304 of Regulation S-K).
Prior
to retaining RBSM, LLP, the Company did not consult with RBSM, LLP regarding either: (1) the application of accounting principles
to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s
consolidated financial statements; or (2) any matter that was the subject of a “disagreement” or a “reportable
event” (as those terms are defined in Item 304 of Regulation S-K).
On
February 23, 2015, the Company provided L.L. Bradford & Company, LLC with the Company’s disclosures in its current report
on Form 8-K dated February 23, 2015 and requested in writing that the L.L. Bradford & Company, LLC furnish the Company with
a letter addressed to the SEC stating whether or not it agrees with such disclosures. The L.L. Bradford & Company, LLC’s
response is filed as an exhibit to the Company’s current report on Form 8-K dated February 23, 2015.
Fees
Paid to the Independent Registered Public Accounting Firm
Audit
Fees. IET was billed $20,500 by RBSM, LLP and $9,750 by L.L. Bradford & Company, LLC for audit fees relating to IET’s
year ended December 31, 2014. IET was billed $27,500 by L.L. Bradford & Company, LLC and $2,750 by Weaver, Martin & Samyn,
LLC for audit fees relating to IET’s year ended December 31, 2013. Audit fees consisted of fees for the audit of IET’s
annual consolidated financial statements and reviews of quarterly consolidated financial statements as well as services normally
provided in connection with statutory and regulatory filings, including filings with the SEC.
Audit
Related Fees. IET did not incur any fees associated with audit-related services with RBSM, LLP, L.L. Bradford & Company,
LLC, Weaver, Martin & Samyn, LLC, or any other accounting firm, relating to the years ended December 31, 2014 and 2013.
Tax
Fees. IET did not incur any fees associated with tax services with RBSM, LLP, L.L. Bradford & Company, LLC or Weaver,
Martin & Samyn, LLC related to the years ended December 31, 2014 and 2013.
All
Other Fees. IET did not incur any fees associated with non-audit services with RBSM, LLP, L.L. Bradford & Company, LLC,
Weaver, Martin & Samyn, LLC relating to the years ended December 31, 2014 and 2013.
Audit
Committee Pre-Approval Policy of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
The
audit committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public
accounting firm. In accordance with its charter, the audit committee approves, in advance, all audit and permissible non-audit
services to be performed by the independent registered public accounting firm. Such approval process ensures that the independent
registered public accounting firm does not provide any non-audit services to IET that are prohibited by law or regulation.
DIRECTOR
COMPENSATION
The
following table sets forth information concerning the compensation of the Company’s board of directors who are not named
executive officers for the year ended December 31, 2014.
| Name | |
Fees Earned or Paid in Cash
($)(1) | | |
Stock Awards ($) | | |
Option Awards
($)(2) | | |
Non-Equity Incentive Plan
Compensation ($) | | |
Non-Qualified Deferred Compensation
Earnings ($) | | |
All Other Compensation ($) | | |
Total ($) | |
| Paul S. Clayson (3) | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| Michael D. Donnell (3) | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| Valgene L. Dunham, Ph.D. | |
$ | 12,500 | | |
$ | — | | |
$ | 816 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 13,316 | |
| Anthony Giordano, III (3) | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| David N. Harry | |
$ | 12,000 | | |
$ | — | | |
$ | 742 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 12,742 | |
| Raymond C. Kubacki | |
$ | 12,500 | | |
$ | — | | |
$ | 1,307 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 13,807 | |
| E. Wayne Kinsey, III | |
$ | 10,500 | | |
$ | — | | |
$ | 372 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 10,872 | |
| (1) |
Effective
March 14, 2012, the compensation committee approved cash compensation for non-executive directors consisting of: (a) annual
retainer of $10,000; (b) in-person meeting fee of $2,000 per meeting; and (c) telephonic meeting fee of $500 per meeting.
On July 1, 2014, IET issued an aggregate of 286,364 shares of common stock as settlement of $15,750 of fees due for the period
commencing January 1, 2014 through June 30, 2014 as follows: Mr. Kubacki – 118,182 shares of common stock; Mr. Harry
– 109,091 shares of common stock; and Dr. Dunham – 59,091 shares of common stock). During fiscal 2014, IET offset
the $8,470 of director fees due to Mr. Kinsey against accounts receivable due from Mr. Kinsey related to the purchase of IET’s
solutions and related products. |
| |
|
| (2) |
Amounts
shown do not reflect compensation actually received by the director. Instead, the amounts shown are the compensation costs
we recognized in the fiscal year 2014 in accordance with Accounting Standards Codification 718, Stock Compensation (“ASC
718”). The accounting for stock based compensation and the assumptions used to calculate the value of the option grants
are set forth under Note 2 “Summary of Significant Accounting Policies: Stock-Based Compensation” and Note 12
“Stockholders’ Equity (Deficiency),” respectively, of our audited consolidated financial statements included
in our annual report on Form 10-K for the year ended December 31, 2014. |
| |
|
| (3) |
Joined
the board on December 15, 2015. |
EXECUTIVE
COMPENSATION
Overview
of Compensation Program
The
compensation committee has responsibility for establishing, implementing and continually monitoring adherence to the Company’s
compensation philosophy. The compensation committee ensures that the total compensation paid to the executive officers is fair,
reasonable and competitive.
Compensation
Philosophy and Objectives
The
compensation committee believes that the most effective executive compensation program is one that is designed to reward the achievement
of specific annual performance goals by the Company, and which aligns executives’ interests with those of the stockholders
by rewarding performance with the ultimate objective of improving stockholder value. The compensation committee evaluates both
performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key
positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated
executives of similarly sized public companies. To that end, the compensation committee believes executive compensation packages
provided by the Company to its executives, including the named executive officers, should include both cash and stock-based compensation
and that its executives’ performance should be rewarded as measured against established goals.
Role
of Executive Officers in Compensation Decisions
The
compensation committee makes all compensation decisions for the executive officers, but takes into account the recommendations
of the President and Chief Executive Officer when making compensation decisions with respect to the executive officers.
The
President and Chief Executive Officer annually reviews the performance of each other executive officer. The conclusions reached
and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are presented
to the compensation committee. The compensation committee can exercise its discretion in modifying any recommended adjustments
or awards to executives.
Executive
Compensation Components
The
compensation and benefit packages to the executive officers currently include salaries, bonuses and eligibility for equity-based
awards such as stock options.
When
reviewing compensation arrangements for an executive officer, the compensation committee shall consider the following matters:
(1) the combined value of all cash and non-cash benefits provided to the individual or individuals; (2) the compensation history
of the individual or individuals as compared to other individuals with comparable expertise at IET; (3) the financial condition
and prospects of IET; and (4) comparable compensation practices at similar companies, based upon factors such as revenue, profitability
and size.
Base
Salaries
The
base salary of each of our executive officers is determined by the compensation committee based on an evaluation of the responsibilities
of that particular position, each executive officer’s historical salary earned in similar management positions with the
Company or other companies, and the compensation committee’s general review of executive base salaries in similar businesses.
The salary component is designed to provide the executive officer with consistent income and to attract and retain talented and
experienced executives capable of managing our operations and strategic growth. Annually, the performance of each executive officer
is reviewed by the compensation committee using information and evaluations provided by the President and Chief Executive Officer
with respect to the other executive officers and its own assessment of the Chief Executive Officer, taking into account our operating
and financial results for the year, a subjective assessment of the contribution of each executive officer to such results, the
achievement of our strategic growth and any changes in our executive officers’ roles and responsibilities.
Annual
Bonuses
IET’s
annual performance bonuses are intended to provide a direct cash incentive to executive officers and other key employees for a
variety of performance measures. These performance measures include both operating and financing achievements attained by the
Company during the fiscal year under review and the level of importance of these achievements to the Company, as determined by
the compensation committee.
Long-Term
Equity Awards
The
compensation committee believes that it is essential to align the interests of the executive officers with the long-term interests
of the Company and the Company’s stockholders, and believes the best way to accomplish this alignment is through awards
of long-term, equity-based compensation. The compensation committee has also identified the need to recruit and retain experienced,
high-performing executives, and equity-based awards assist in such recruitment and retention. As of March 31, 2015, the Company
had 37,500,000 shares of common stock reserved for issuance, whether through the exercise of stock options or otherwise, under
its 2012 Equity Incentive Plan.
Summary
of Executive Compensation
The
following table sets forth information concerning the annual and long-term compensation for IET’s President and Chief Executive
Officer during the year ended December 31, 2014 and each other executive officer of IET whose total annual salary and bonus for
the year ended December 31, 2014 exceeded $100,000, collectively referred to herein as the named executive officers.
SUMMARY
COMPENSATION TABLE
| Name and Principal Position | |
Year | | |
Salary ($) | | |
Bonus ($) | | |
Stock Awards ($) | | |
Option Awards ($) (1) | | |
Non-Equity Incentive Plan
Compensation ($) | | |
Non-Qualified Deferred Compensation
Earnings ($) | | |
All Other Compensation ($) | | |
Total ($) | |
| David R. LaVance, | |
| 2014 | | |
$ | 235,000 | | |
$ | 117,500
| (2) | |
$ | — | | |
$ | 17,527 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 370,027 | |
| President and Chief Executive Officer | |
| 2013 | | |
$ | 235,000 | | |
$ | — | | |
$ | — | | |
$ | 17,520 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 252,520 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Thomas S. Gifford, | |
| 2014 | | |
$ | 200,000 | | |
$ | 100,000
| (2) | |
$ | — | | |
$ | 11,687 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 311,687 | |
| Executive Vice President, Chief Financial Officer and Secretary | |
| 2013 | | |
$ | 200,000 | | |
$ | — | | |
$ | — | | |
$ | 11,680 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 211,680 | |
| (1) |
Amounts
shown do not reflect compensation actually received by the Named Executive Officer. Instead, the amounts shown are the compensation
costs we recognized in the years 2014 and 2013 in accordance with ASC 718. The accounting for stock-based compensation and
the assumptions used to calculate the value of the warrant issuances are set forth under Note 3 “Summary of Significant
Accounting Policies: Stock-Based Compensation” and Note 12 “Stockholders’ Equity (Deficiency),” respectively,
of our audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31,
2014. |
| |
|
| (2) |
Fifty
percent of this bonus has been paid and the remaining balance will be paid upon achievement by the Company of certain capital
requirements. |
Employment
Agreements
There
are no employment agreements with any of IET’s current executive officers.
Outstanding
Equity Awards at Fiscal Year-End
The
following table provides information about all equity compensation awards held by the Named Executive Officers at December 31,
2014.
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
| |
| Option Awards | |
Stock Awards | |
| Name | |
Date of Grant | | |
Number of Securities Underlying Unexercised
Options (#) Exercisable | |
Number of Securities Underlying
Unexercised Options (#) Not
Exercisable | | |
Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Unearned Options (#) | | |
Option Exercise Price ($) | | |
Option Expir-ation Date | | |
Number of Shares or Units
of Stock That Have Not Vested (#) | | |
Market Value of Shares or
Units of Stock That Have Not Vested ($) | | |
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | |
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
| David R. LaVance | |
| 4/15/11 | | |
909,091 | (1) |
| — | | |
| — | | |
$ | 0.07 | | |
| 4/15/21 | | |
| — | | |
$ | — | | |
| — | | |
$ | — | |
| President and | |
| 5/23/11 | | |
3,100,000 | (2) |
| — | | |
| — | | |
$ | 0.09 | | |
| 5/23/21 | | |
| — | | |
$ | — | | |
| — | | |
$ | — | |
| Chief Executive Officer | |
| 3/27/12 | | |
1,500,000 | (3) |
| — | | |
| — | | |
| | (3) | |
| 3/27/22 | | |
| — | | |
$ | — | | |
| — | | |
$ | — | |
| | |
| | | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Thomas S. Gifford | |
| 4/15/11 | | |
909,091 | (1) |
| — | | |
| — | | |
$ | 0.07 | | |
| 4/15/21 | | |
| — | | |
$ | — | | |
| — | | |
$ | — | |
| Executive Vice President, | |
| 5/23/11 | | |
3,100,000 | (2) |
| — | | |
| — | | |
$ | 0.09 | | |
| 5/23/21 | | |
| — | | |
$ | — | | |
| — | | |
$ | — | |
| Chief Financial Officer and Secretary | |
| 3/27/12 | | |
1,000,000 | (3) |
| — | | |
| — | | |
| | (3) | |
| 3/27/22 | | |
| — | | |
$ | — | | |
| — | | |
$ | — | |
| (1) |
On
April 21, 2011, IET issued warrants to its independent directors as partial consideration for service in 2011 as members of
the board and related committees. At the time of the issuance, Mr. LaVance was an independent director and was issued a warrant
to purchase 1,818,182 shares of common stock. The warrant is exercisable at $0.07 per share for a term of ten years and vested
upon issuance. On December 27, 2011, Mr. LaVance assigned the right to purchase 909,091 of the shares of common stock underlying
the warrant to Mr. Gifford. |
| |
|
| (2) |
On
May 23, 2011, IET issued warrants to purchase a total of 6,200,000 shares of its common stock to IET’s executive officers.
Mr. LaVance was issued a warrant to purchase 3,100,000 shares of common stock and Mr. Gifford also was issued a warrant to
purchase 3,100,000 shares of common stock. These warrants are exercisable at $0.09 per share for a term of ten years and are
fully vested. |
| |
|
| (3) |
On
March 27, 2012, IET granted incentive stock options to purchase an aggregate of 5,000,000 shares of IET’s common stock
under the 2010 Stock Incentive Plan as follows: Mr. LaVance – 3,000,000 shares, and Mr. Gifford – 2,000,000 shares.
An aggregate of 2,500,000 shares of common stock underlying the incentive stock options (1,500,000 shares for Mr. LaVance
and 1,000,000 shares for Mr. Gifford), with exercise prices ranging from $0.10 to $0.30 per share, expired in accordance with
the terms of the incentive stock option agreements. An aggregate of 2,500,000 shares of common stock underlying the incentive
stock options (1,500,000 shares for Mr. LaVance and 1,000,000 shares for Mr. Gifford), with exercise prices ranging from $0.10
to $0.30 per share, are vested and available for purchase. Each of the incentive stock options has a ten-year term. |
EQUITY
COMPENSATION PLAN INFORMATION
Stock
Option Plans
The
Company currently has two stock option/stock compensation plans in place: the 2010 Stock Incentive Plan and the 2012 Equity Incentive
Plan (the “Equity Incentive Plans”). The Equity Incentive Plans are maintained to allow the Company to compensate
employees, directors and consultants and other persons providing bona-fide services to the Company or to compensate officers,
directors and employees through the award of shares of the Company’s common stock and securities exercisable for shares
of the Company’s common stock.
The
2010 Stock Incentive Plan was approved by the stockholders in September 2010. The Company had reserved for issuance an aggregate
of 10,000,000 shares of common stock under the 2010 Stock Incentive Plan. As of March 31, 2015, stock options to purchase 3,846,920
shares of the Company’s common stock were outstanding under the 2010 Stock Incentive Plan and 90,500 shares of the Company’s
common stock had been issued under the 2010 Stock Incentive Plan. As a result of the adoption of the Company’s 2012 Equity
Incentive Plan, no further awards are permitted under the 2010 Stock Incentive Plan.
The
2012 Equity Incentive Plan was approved by the stockholders in May 2012. The 2012 Equity Incentive Plan is designed to encourage
and enable employees and directors of the Company to acquire or increase their holdings of common stock and other proprietary
interests in the Company. The 2012 Equity Incentive Plan is intended to promote these individuals’ interests in the Company,
thereby enhancing the efficiency, soundness, profitability, growth and stockholder value of the Company. The 2012 Equity Incentive
Plan provides for grants and/or awards in the form of incentive and non-qualified stock option grants, stock appreciation rights,
restricted stock awards, performance share awards, phantom stock awards and dividend equivalent awards.
The
original aggregate number of shares of common stock which could be awarded under the 2012 Equity Incentive Plan was 14,000,000
shares, subject to adjustment as provided in the 2012 Equity Incentive Plan. As of December 31, 2014, options to purchase 1,000,000
shares of the Company’s common stock were outstanding under the 2012 Equity Incentive Plan and up to 13,000,000 shares of
the Company’s common stock were available for awards under the 2012 Equity Incentive Plan. Effective February 25, 2015,
as permitted under the 2012 Equity Incentive Plan, the Company’s board of directors increased the number of shares of common
stock that could be awarded under the 2012 Equity Incentive Plan to 37,950,000 shares. As of March 31, 2015, options to purchase
450,000 shares of the Company’s common stock were outstanding under the 2012 Equity Incentive Plan and up to 37,500,000
shares of the Company’s common stock were available for awards under the 2012 Equity Incentive Plan.
Securities
Authorized for Issuance under Equity Compensation Plans
The
following table provides information as of December 31, 2014 on the number of securities to be issued upon the exercise of outstanding
options and the number of securities remaining available for future issuance under the Equity Incentive Plans and the number of
securities to be issued upon the exercise of outstanding warrants under equity compensation arrangements not approved by the stockholders.
| EQUITY COMPENSATION PLAN TABLE | |
| | |
| Plan Category | |
Number of securities to be
issued upon exercise of outstanding options, warrants and rights
(a) | | |
Weighted-average exercise
price of outstanding options, warrants and rights
(b) | | |
Number of securities remaining
available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c) | |
| Equity compensation plan approved by security holders (1) | |
| 4,846,920 | | |
$ | 0.15 | | |
| 13,000,000 | |
| Equity compensation arrangements not approved by security holders (2) | |
| 14,346,378 | | |
$ | 0.09 | | |
| — | |
| Total | |
| 19,193,298 | | |
$ | 0.11 | | |
| 13,000,000 | |
| (1)
|
IET
currently has no equity compensation plans other than the Equity Incentive Plans described herein which have been approved
by its stockholders. |
| |
|
| (2) |
Represents
warrants to purchase common stock that were outstanding as of December 31, 2014. These warrants were issued as compensation
for services rendered to IET. See discussion below for additional information. |
Equity
Compensation Arrangements Not Approved by the Security Holders
Warrant
Issued to Zanett as Loan Fee – December 2010
On
December 9, 2010, the Company issued a warrant to purchase 1,500,000 shares of common stock to Zanett as consideration for providing
the Company with short term debt financing. The warrant has a five year term and is exercisable at $0.20 per share. As of December
31, 2014, all 1,500,000 shares of common stock underlying the warrant were vested and available for purchase.
Warrants
Issued to Independent Directors – April 2011
On
April 21, 2011, the Company issued warrants to purchase a total of 4,606,061 shares of the common stock to the Company’s
then independent directors as follows: David R. LaVance – 1,818,182 shares; Raymond C. Kubacki – 1,818,182 shares;
and Valgene L. Dunham – 969,697 shares. The warrants were issued as partial consideration for service in 2011 as members
of the board and related committees. These warrants are exercisable at $0.07 per share for a term of ten years and vested upon
issuance. As of December 31, 2014, an aggregate 4,606,061 shares of common stock underlying the warrants were vested and available
for purchase.
Warrants
Issued to Executive Officers
On
May 23, 2011, the Company issued warrants to purchase a total of 6,200,000 shares of common stock in lieu of cash compensation
to the Company’s new executive management team. David R. LaVance, the Company’s Chairman, President and Chief Executive
Officer, was issued a warrant to purchase 3,100,000 shares of common stock and Thomas S. Gifford, the Company’s Executive
Vice President, Chief Financial Officer and Secretary, also was issued a warrant to purchase 3,100,000 shares of common stock.
These warrants are exercisable at $0.09 per share, have a term of ten years and vested over a period of eighteen months from the
date of issuance. As of December 31, 2014, all 6,200,000 shares of common stock underlying the warrants were available for purchase.
Warrant
Issued as Financing Fee – March 2012
On
March 2, 2012, IET issued a warrant to purchase 175,000 shares of the Company’s common stock to an unaffiliated third party
as partial consideration for services rendered to IET in connection with a financing. The warrant is exercisable at $0.20 per
share, has a term of three years and vested upon issuance. As of December 31, 2014, all 175,000 shares of common stock underlying
the warrant were available for purchase.
Warrant
Issued as Financing Fee – June 2012
On
June 19, 2012, IET issued a warrant to purchase 93,750 shares of its common stock to an unaffiliated third party as partial consideration
for services rendered to IET in connection with a financing. The warrant is exercisable at $0.20 per share, has a term of three
years and vested upon issuance. As of December 31, 2014, all 93,750 shares of common stock underlying the warrant were available
for purchase.
Warrants
Issued as Consulting Fee – February, March and April 2013
On
each of February 4, 2013, March 4, 2013 and April 1, 2013, IET issued a warrant to purchase 250,000 shares of its common stock
(750,000 shares in aggregate) in connection with a consulting agreement with an unaffiliated third party for investor relations
services. The warrants are exercisable between $0.035 and $0.044 per share, have a term of three years and vested upon issuance.
As of December 31, 2014, all 750,000 shares of common stock underlying the warrants were available for purchase.
Warrants
Issued as Financing Fee – August 2013
On
August 2, 2013, IET issued a warrant to purchase 401,567 shares of its common stock in connection with a placement agent and advisory
services agreement. The warrant is exercisable at $0.0345 per share, has a term of five years and vested upon issuance. As of
December 31, 2014, all 401,567 shares of common stock underlying the warrant were available for purchase.
Warrant
Issued as Consulting Fee – June 2014
On
June 30, 2014, IET issued a warrant to purchase 500,000 shares of its common stock to an unaffiliated third party as payment of
consulting services. The warrant is exercisable at $0.06 per share, has a term of two years and vested upon issuance. As of December
31, 2014, all 500,000 shares of common stock underlying the warrant were available for purchase.
Warrant
Issued as Consulting Fee – December 2014
On
December 1, 2014, IET issued a warrant to purchase 120,000 shares of its common stock to an unaffiliated third party as payment
of consulting services. The warrant is exercisable at $0.08 per share, has a term of three years and vested upon issuance. As
of December 31, 2014, all 120,000 shares of common stock underlying the warrant were available for purchase.
PROPOSAL
NO. 2 – ADOPTION OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
Overview
The
board of directors has approved and adopted the amended and restated articles of incorporation of the Company, subject to the
approval and adoption by the Company’s stockholders. The amended and restated articles of incorporation will amend and restate
the Company’s current articles of incorporation in their entirety. The amended and restated articles of incorporation differ
from the current articles of incorporation in that the number of authorized shares of capital stock is increased. The complete
amended and restated articles of incorporation are attached to this proxy statement as Appendix A.
Increase
in Authorized Shares
Article
VI, Section 1 of the current articles of incorporation provides that the Company is authorized to issue a maximum of 400,000,000
shares of common stock. Article VI Section 1 of the amended and restated articles of incorporation increases the number of shares
of common stock that the Company is authorized to issue to a maximum of 600,000,000 shares.
The
board of directors believes that the increase in the number of shares of authorized capital stock is necessary in order to support
the continued growth of the Company. To date, the Company has supported its operations primarily through sales of shares of its
common stock, including sales of derivative securities that give the holder rights to acquire shares of the Company’s common
stock. Such derivative securities include options to acquire shares of common stock, warrants to purchase shares of common stock
and convertible debt instruments that are convertible into shares of common stock. As of March 31, 2015, there were 303,992,835
shares of the Company’s common stock outstanding, which does not include 32,592,731 shares of common stock that are reserved
for issuance upon the exercise or conversion of outstanding derivative securities.
The
board of directors anticipates that the Company will continue to sell shares of its common stock and common stock-based derivative
securities in order to support its operations. As a result, the board has determined that it is necessary to increase the number
of authorized shares of capital stock that the Company is authorized to issue in order to accommodate the Company’s continued
financing activity.
Vote
Required
The
approval of stockholders holding a majority of the outstanding shares of the Company’s common stock as of March 31, 2015,
the record date for the annual meeting, is required to approve and adopt the amended and restated articles of incorporation.
Recommendation
of the Board
The
board of directors unanimously recommends that you vote “FOR” the approval and adoption of the amended and
restated articles of incorporation.
PROPOSAL
NO. 3 – APPROVAL OF THE NON-BINDING ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION
Section
14A of the Exchange Act and the rules and regulations promulgated thereunder provide that, not less frequently than once every
three years, an issuer shall include in its proxy statement for its annual meeting of stockholders a non-binding advisory resolution
approving executive compensation. Accordingly, you are asked to approve the compensation of the named executive officers as described
under the caption “Executive Compensation”, including the compensation tables and the related narrative discussion,
by voting in favor of the following non-binding advisory resolution:
“RESOLVED,
that that the compensation paid to the named executive officers, as disclosed in this proxy statement pursuant to the SEC’s
executive compensation disclosure rules (which disclosure includes the compensation discussion, the compensation tables and the
narrative disclosures that accompany the compensation tables), is hereby approved.”
Under
the rules and regulations of the SEC, your vote is advisory and will not be binding upon the Company or the board of the Company
and will not be construed to overrule any decision by the Company or the board or require the board to take any action. However,
the compensation committee and the board will take the outcome of this advisory vote into consideration when considering future
compensation arrangements for the named executive officers and whether any adjustments or modifications are warranted.
As
discussed in this proxy statement, the compensation committee and the board believe that the Company’s compensation programs
and the actual compensation paid to the named executive officers are supportive of the long-term interests of the Company and
the creation of value for the Company’s stockholders.
Vote
Required
The
approval of stockholders holding a majority of the shares of the Company’s common stock cast at the annual meeting, whether
in person or by proxy, is required to approve the non-binding advisory resolution approving executive compensation.
Board
Recommendation
The
board of directors unanimously recommends a vote “FOR” the approval of the non-binding advisory resolution
approving executive compensation, as described in this proxy statement.
PROPOSAL
NO. 4 – APPROVAL OF THE NON-BINDING ADVISORY RESOLUTION TO DETERMINE THE FREQUENCY OF THE VOTE TO APPROVE A NON-BINDING
ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION
Section
14A of the Exchange Act and the rules and regulations promulgated thereunder provide that, not less frequently than once every
six years, an issuer shall include in its proxy statement for its annual meeting of stockholders a non-binding advisory resolution
to determine whether a vote to approve a non-binding resolution approving executive compensation, as set forth in Proposal No.
3 above, will be held every year, every two years or every three years.
Accordingly,
you are asked to vote on the resolution below to determine whether the vote to approve a non-binding advisory resolution approving
executive compensation will be held every year, every two years or every three years.
“RESOLVED,
that the non-binding advisory vote required by Section 14A of the Exchange Act to approve the compensation of the named executive
officers as determined pursuant to the guidelines of the SEC shall occur (1) every year; (2) every two years; or (3) every
three years.”
The
specific interval will be determined based on the results of stockholder voting at the annual meeting.
Under
the rules and regulations of the SEC, your vote is advisory and will not be binding upon the Company or the board and will not
be construed to overrule any decision by the Company or the board or require the board to take any action. However, the Company
and the board will take the outcome of this advisory vote into account when considering the frequency of the advisory vote to
approve the compensation of named executive officers.
After
consideration of this proposal, our board has determined that a non-binding advisory vote on executive compensation that occurs
every year is the most appropriate alternative for the Company, and therefore our board recommends that you vote for a one-year
interval for the non-binding advisory vote on executive compensation.
In
formulating its recommendation, our board considered that an annual non-binding advisory vote on executive compensation will allow
our stockholders to provide us with their input on our compensation of named executive officers as disclosed in the proxy statement
every year. We understand that our stockholders may have different views as to what is the best approach for the Company, and
we look forward to hearing from our stockholders on this proposal.
You
may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or you may abstain
from voting when you vote in response to this proposal.
Vote
Required
The
option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency
for the non-binding advisory vote on executive compensation that has been selected by stockholders.
Board
Recommendation
The
board of directors unanimously recommends that you vote “FOR” the option of once every year as the frequency
with which stockholders are provided a non-binding advisory vote on executive compensation, as disclosed pursuant to the compensation
disclosure rules of the SEC.
SECURITIES
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of March 31, 2015, with respect to the beneficial ownership (as defined in Rule 13d-3
of the Exchange Act) of common stock, which is the only class of IET capital stock with shares issued and outstanding, by (1)
each director and nominee for director of IET, (2) each person who served as IET’s President and Chief Executive Officer
during the year ended December 31, 2014 and each other executive officer of IET whose total annual salary and bonus for the year
ended December 31, 2014 exceeded $100,000, (3) each person or group of persons known by IET to be the beneficial owner of greater
than 5% of IET’s outstanding common stock, and (4) all directors and executive officers of IET as a group. Beneficial ownership
is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Except as indicated by footnote, the persons named in the table below have sole voting power and investment power with respect
to the shares of common stock shown as beneficially owned by them.
| Name of Beneficial Owner | |
Number of Shares
Beneficially
Owned (1) | | |
Percent of
Class | |
| David R. LaVance (2)(3) | |
| 9,182,341 | | |
| 2.97 | % |
| Thomas S. Gifford (4)(5) | |
| 7,138,841 | | |
| 2.31 | % |
| Raymond C. Kubacki (6)(7) | |
| 4,098,224 | | |
| 1.34 | % |
| E. Wayne Kinsey, III (6)(8) | |
| 59,369,568 | | |
| 19.35 | % |
| David N. Harry (6)(9) | |
| 978,195 | | |
| * | |
| Paul S. Clayson (6) | |
| — | | |
| — | |
| Michael D. Donnell (6) | |
| — | | |
| — | |
| Anthony Giordano, III (6) | |
| — | | |
| — | |
| KC Gamma Opportunity Fund, L.P. (10)(11)(12) | |
| 26,200,020 | | |
| 8.63 | % |
| Alvin Fund, LLC (13)(14) | |
| 18,456,064 | | |
| 6.06 | % |
| Zanett Opportunity Fund, Ltd. (15)(16)(17) | |
| 17,008,049 | | |
| 5.49 | % |
| All directors and executive officers as a group (3)(5)(7)(8)(9) | |
| 80,767,169 | | |
| 25.20 | % |
* Represents
less than 1% of the issued and outstanding shares of common stock.
| (1) |
In
accordance with Rule 13d-3 of the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table,
of any shares of common stock if he, she or it has voting or investment power with respect to such security. This includes
shares (a) subject to options and warrants exercisable within sixty days, and (b)(1) owned by a spouse, (2) owned by other
immediate family members, or (3) held in trust or held in retirement accounts or funds for the benefit of the named individuals,
over which shares the person named in the table may possess voting and/or investment power. |
| |
|
| (2) |
Such
person serves as IET’s Chairman, President and Chief Executive Officer and maintains a mailing address of 215 Morris
Avenue, Spring Lake, New Jersey 07762. |
| |
|
| (3) |
Includes
909,091 shares of common stock currently available for purchase under the warrant to purchase 1,818,182 shares of common stock
issued to Mr. LaVance on April 21, 2011. On December 27, 2011, Mr. LaVance assigned the right to purchase 909,091 shares of
common stock underlying the warrant to Thomas S. Gifford. Also includes 3,100,000 shares of common stock currently available
for purchase under the warrant issued to Mr. LaVance on May 23, 2011 and 1,500,000 shares of common stock currently available
for purchase under the incentive stock option granted to Mr. LaVance on March 27, 2012. |
| |
|
| (4) |
Such
person serves as IET’s Executive Vice President, Chief Financial Officer and Secretary and maintains a mailing address
of 215 Morris Avenue, Spring Lake, New Jersey 07762. |
| |
|
| (5) |
Includes
3,100,000 shares of common stock currently available for purchase under the warrant issued to Mr. Gifford on May 23, 2011
and 909,091 shares of common stock currently available for purchase under the warrant issued by IET to David R. LaVance on
April 21, 2011, the right to purchase of which was assigned to Mr. Gifford by Mr. LaVance on December 27, 2011. Also includes
1,000,000 shares of common stock currently available for purchase under the incentive stock option granted to Mr. Gifford
on March 27, 2012. |
| |
|
| (6) |
Such
person serves as a director of IET and maintains a mailing address of 4235 Commerce Street, Little River, South Carolina 29566. |
| |
|
| (7) |
Includes
1,818,182 shares of common stock available for purchase under the warrant issued to Mr. Kubacki on April 21, 2011. Also includes
541,860 shares of common stock currently available for purchase under the non-qualified stock option granted to Mr. Kubacki
on March 27, 2012. |
| |
|
| (8) |
Includes
3,125,000 shares of common stock available for purchase under the warrant issued to Mr. Kinsey on August 17, 2012. Also includes
154,820 shares of common stock currently available for purchase under the non-qualified stock option granted to Mr. Kinsey
on March 27, 2012. |
| |
|
| (9) |
Includes
309,640 shares of common stock currently available for purchase under the non-qualified stock option granted to Mr. Harry
on March 27, 2012. |
| |
|
| (10) |
KC
Gamma Opportunity Fund, L.P. (“KC Gamma”) maintains a mailing address at 112 Route 9 North, Sherman, Connecticut
06784. |
| |
|
| (11) |
Casey
Capital, LLC (“Casey Capital”) is the investment manager of KC Gamma. Kevin Casey is the managing member of Casey
Capital. Casey Capital and Mr. Casey maintain a mailing address at 112 Route 9 North, Sherman, Connecticut 06784. |
| |
|
| (12) |
Includes
1,250,000 shares of common stock held by Meghan Casey, Mr. Casey’s wife, and 625,000 shares held in custody for Mr.
Casey’s child. Casey Capital and Mr. Casey each disclaim beneficial ownership of the shares of common stock held by
KC Gamma, the shares of common stock held by Meghan Casey and the shares of common stock held in custody for Mr. Casey’s
child. |
| |
|
| (13) |
Alvin
Fund LLC (“Alvin”) maintains a mailing address 215 West 98th Street, New York, NY 10025. |
| |
|
| (14) |
Includes
937,500 shares of common stock available for purchase under the warrant issued to Alvin on June 19, 2012. |
| |
|
| (15) |
Zanett
Opportunity Fund, Ltd. (“Zanett”) maintains a mailing address at Appleby Spurling, Canon’s Court, 22 Victoria
Street, P.O. Box HM 1179 Hamilton, HM EX, Bermuda. |
| |
|
| (16) |
McAdoo
Capital, Inc. (“McAdoo Capital”) is the investment manager of Zanett. Zachary McAdoo is the President of McAdoo
Capital. McAdoo Capital and Mr. McAdoo maintain a mailing address of 135 East 57th Street, 4th Floor,
New York, New York 10022. |
| |
|
| (17) |
Includes
104,406 shares of common stock held by McAdoo Capital and 1,500,000 shares of common stock available for purchase under the
warrant issued to Zanett on December 31, 2010. Also includes 4,761,250 shares of common stock available upon conversion, at
the current conversion price of $0.10 per share, of the 8% convertible debenture in the principal amount of $476,125 issued
to Zanett on August 21, 2012. McAdoo Capital disclaims beneficial ownership of the shares of common stock held by Zanett,
the shares of common stock available for purchase under the warrant issued to Zanett and the shares of common stock available
upon conversion of the convertible debenture issued to Zanett. Mr. McAdoo disclaims beneficial ownership of the shares of
common stock held by McAdoo Capital and Zanett, the shares of common stock available for purchase under the warrant issued
to Zanett and the shares of common stock available upon conversion of the convertible debenture issued to Zanett. |
Section
16 Compliance
Section
16(a) of the Exchange Act requires IET’s directors, executive officers and persons who own more than ten percent of IET’s
common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors
and greater than ten percent beneficial owners are required by SEC regulations to furnish IET with copies of all such filings.
Based
on the foregoing, IET believes that all filings required to be made during fiscal 2014 by its directors, executive officers and
persons who own more than ten percent of IET’s common stock pursuant to Section 16(a) of the Exchange Act have been timely
filed, except for the Forms 4 required to be filed by Valgene L. Dunham, Ph.D., David N. Harry and Raymond C. Kubacki related
to the issuance of common stock on July 1, 2014 as settlement of certain director fees were filed late.
STOCKHOLDER
PROPOSALS
Stockholder
proposals for presentation at IET’s next annual meeting of stockholders must be received by IET at its principal executive
offices for inclusion in its proxy statement and form of proxy relating to that meeting no later than December 31, 2015. IET’s
bylaws contain certain procedures which must be followed in connection with stockholder proposals.
ANNUAL
REPORT TO STOCKHOLDERS
The
annual report to stockholders for the year ended December 31, 2014 accompanies this proxy statement. RBSM, LLP has audited the
consolidated financial statements for the year ended December 31, 2014, which statements are contained in our annual report to
stockholders. Such annual report, including the audited consolidated financial statements contained therein, is not incorporated
in this proxy statement and is not to be deemed a part of the proxy soliciting material.
RELATIONSHIP
WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Selection
of the independent registered public accountants for IET is made by the Company’s audit committee. RBSM, LLP served as IET’s
independent registered public accountants for the year ended December 31, 2014. It is not anticipated that representatives from
RBSM, LLP will be present at the annual meeting.
The
audit committee has engaged RBSM, LLP to perform the review of the Company’s quarterly financial statements for fiscal 2015.
The audit committee has not made its selection of the independent registered public accountants to audit the Company’s consolidated
financial statements for the year ending December 31, 2015.
OTHER
MATTERS
It
is not expected that any matter not referred to herein will be presented for action at the annual meeting. If any other matters
are properly brought before the annual meeting, the persons named in the proxies or authorized substitutes will have discretion
to vote on such matters and on matters incident to the conduct of the annual meeting in accordance with their best judgment.
ANNUAL
REPORT ON FORM 10-K
On
written request, IET will provide without charge to each record or beneficial holder of IET’s common stock, a copy of IET’s
annual report on Form 10-K for the year ended December 31, 2014, as filed with the SEC. Requests should be addressed to Thomas
S. Gifford, Executive Vice President, Chief Financial Officer and Secretary, Integrated Environmental Technologies, Ltd., 4235
Commerce Street, Little River, South Carolina 29566. It should be noted that a copy of the annual report on Form 10-K is included
with the annual report to stockholders which accompanies this proxy statement.
HOUSEHOLDING
IET
has adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, IET is delivering
only one copy of the annual report and proxy statement to multiple stockholders who share the same mailing address and have the
same last name, unless IET has received contrary instructions from an affected stockholder. This procedure reduces IET’s
printing costs, mailing costs and fees. Stockholders who participate in householding will continue to receive separate proxy cards.
IET
will deliver promptly upon written or oral request a separate copy of the annual report and the proxy statement to any stockholder
at a shared address to which a single copy of either of those documents was delivered. To receive a separate copy of the annual
report or proxy statement, you may write to Thomas S. Gifford, Executive Vice President, Chief Financial Officer and Secretary,
Integrated Environmental Technologies, Ltd., 4235 Commerce Street, Little River, South Carolina 29566.
ALL
STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THEIR PROXIES WITHOUT DELAY IN THE SELF ADDRESSED, POSTAGE PREPAID ENVELOPE
ENCLOSED HEREWITH. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED. THANK YOU.
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By
Order of the Board of Directors |
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Thomas S. Gifford |
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Secretary |
APPENDIX A
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.
Integrated
Environmental Technologies, Ltd. (the “Corporation”), a corporation incorporated under the laws of the state of Nevada
on January 11, 2008, hereby amends and restates its Articles of Incorporation, to embody in one document its original articles
and the subsequent amendments thereto, pursuant to Sections 78.390 and 78.403 of the Nevada Revised Statutes.
These
Amended and Restated Articles of Incorporation were approved and adopted by the board of directors of the Corporation at a meeting
held on April 3, 2015. Upon the recommendation of the board of directors, the stockholders of the Corporation holding a majority
of the voting power approved and adopted these Amended and Restated Articles of Incorporation at the Corporation’s annual
meeting of stockholders held on May 28, 2015. At the annual meeting, ____ shares of common stock, representing ____% of the Corporation’s
outstanding common stock on the record date for the annual meeting, were voted for these Amended and Restated Articles of Incorporation.
As a result, these Amended and Restated Articles of Incorporation were authorized and adopted in accordance with the Nevada Revised
Statutes.
These
Amended and Restated Articles of Incorporation correctly set forth the text of the Corporation’s Articles of Incorporation
as amended up to and by these Amended and Restated Articles of Incorporation.
ARTICLE
I
NAME OF CORPORATION
The
name of the Corporation is Integrated Environmental Technologies, Ltd.
ARTICLE
II
REGISTERED OFFICE AND RESIDENT AGENT
The
address of the Corporation’s registered office in the state of Nevada is 1645 Village Center Circle, Suite 170, Las Vegas,
Nevada 89134, and the Corporation’s resident agent at such address is Vcorp Services, LLC.
ARTICLE
III
DURATION
The
Corporation shall have perpetual existence.
ARTICLE
IV
PURPOSE
The
purpose of the Corporation is to engage in any activity within the purposes for which corporations may be incorporated and organized
under Chapter 78 of the Nevada Revised Statutes, and to do all other things incidental thereto which are not forbidden by law
or by these Articles of Incorporation.
ARTICLE
V
POWERS
The
Corporation has been formed pursuant to Chapter 78 of the Nevada Revised Statutes. The powers of the Corporation shall be those
powers granted under the Nevada Revised Statues, including Sections 78.060 and 78.070 thereof. In addition, the Corporation shall
have the following specific powers:
(a) to
elect or appoint officers and agents of the Corporation and to fix their compensation; (b) to act as an agent for any individual,
association, partnership, corporation or other legal entity; (c) to receive, acquire, hold, exercise rights arising out of the
ownership or possession of, sell, or otherwise dispose of, shares or other interests in, or obligations of, individuals, associations,
partnerships, corporations, governments or other legal entities; (d) to receive, acquire, hold, pledge, transfer, or otherwise
dispose of shares of the Corporation in accordance with Chapter 78 of the Nevada Revised Statutes; and (e) to make gifts or contributions
for the public welfare or for charitable, scientific or educational purposes.
ARTICLE
VI
CAPITAL STOCK
Section
1. Authorized Shares. The total number of shares which the Corporation is authorized to issue is 600,000,000 shares
of common stock, par value $0.001 per share.
Section
2. Voting Rights of Stockholders. Each holder of the common stock shall be entitled to one vote for each share of common
stock standing in his, her or its name on the books of the Corporation.
Section
3. Consideration for Shares. Shares of common stock shall be issued for such consideration as shall be fixed from time
to time by the board of directors of the Corporation. In the absence of fraud, the judgment of the board of directors as to the
value of any property or services received in full or partial payment for shares of common stock shall be conclusive. When shares
of common stock are issued upon payment of the consideration fixed by the board of directors, such shares shall be taken to be
fully paid and non-assessable stock.
Section
4. Stock Rights and Options. The Corporation shall have the power to create and issue rights, warrants or options entitling
the holders thereof to purchase from the Corporation any shares of its capital stock of any class or classes, upon such terms
and conditions and at such time and prices as the board of directors or a committee thereof may approve, which terms and conditions
shall be incorporated in an instrument or instruments evidencing such rights, warrants or options. In the absence of fraud, the
judgment of the board of directors or a committee thereof as to the adequacy of consideration for the issuance of such rights,
warrants or options and the sufficiency thereof shall be conclusive.
ARTICLE
VII
PLACE OF MEETINGS; CORPORATE BOOKS
Subject
to the laws of the state of Nevada, the stockholders and the directors shall have power to hold their meetings and to maintain
the books of the Corporation outside the state of Nevada, at such place or places as may from time to time be designated in the
Corporation’s Bylaws or by appropriate resolution.
ARTICLE
VIII
AMENDMENT OF ARTICLES
The
provisions of these Articles of Incorporation may be amended, altered or repealed from time to time to the extent and in the manner
prescribed by the laws of the state of Nevada, and additional provisions authorized by such laws as are then in force may be added.
All rights herein conferred on the directors, officers and stockholders are granted subject to this reservation.
ARTICLE
IX
LIMITED LIABILITY OF OFFICERS AND DIRECTORS
To
the fullest extent permitted by applicable law, the officers and directors of the Corporation shall not be personally liable to
the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, this
limitation on personal liability shall not apply to acts or omissions which involve intentional misconduct, fraud, knowing violation
of law, or unlawful distribution prohibited by Section 78.300 of the Nevada Revised Statutes.
ARTICLE
X
TRANSACTIONS WITH STOCKHOLDERS
Section
1. Control Share Acquisition Exemption. The Corporation elects not to be governed by the control share acquisition provisions
of Nevada law, namely Sections 78.378 through 78.3793 of the Nevada Revised Statutes.
Section
2. Combinations With Interested Stockholders. The Corporation elects not to be governed by the provisions of Section
78.411 through Section 78.444 of the Nevada Revised Statutes.
The
undersigned authorized officer of the Corporation has executed these Amended and Restated Articles of Incorporation, certifying
that the facts herein stated are true, this __ day of May, 2015.
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Thomas S. Gifford, |
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Executive Vice
President, |
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Chief Financial
Officer and Secretary |
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.
This
Proxy is solicited on behalf of the Board of Directors for the
2015
Annual Meeting of Stockholders
The
undersigned, revoking all prior proxies, hereby appoints Thomas S. Gifford, with the power to appoint his substitute, the true
and lawful proxy holder of the undersigned, and hereby authorizes him to represent and vote, as designated, all of the shares
of common stock of Integrated Environmental Technologies, Ltd. (the “Company”) held of record by the undersigned on
March 31, 2015, at the 2015 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on May
28, 2015 at 10:00 a.m., local time, at the offices of Giordano, Halleran & Ciesla, P.C., located at 125 Half Mile Road, Suite
300, Red Bank, New Jersey, and any adjournments or postponements thereof.
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE OR VOTE YOUR PROXY BY THE INTERNET OR TELEPHONE AS PROVIDED HEREIN.
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS
PROXY WILL BE VOTED “FOR” SUCH PROPOSAL. IN HIS DISCRETION, THE PROXY NAMED ABOVE IS AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
CONTINUED
AND TO BE MARKED, DATED AND SIGNED ON THE OTHER SIDE
▲PLEASE
DETACH ALONG
PERFORATED LINE
AND MAIL IN
THE ENVELOPE PROVIDED.▲
Important
Notice Regarding the Availability of Proxy Materials for the Annual
Meeting
of Stockholders to be held May 28, 2015. The Proxy Statement and our
2015
Annual Report to Stockholders are available at:
http://viewproxy.com/ietltd/2015
