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
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the Registrant [X]
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Definitive Proxy
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Definitive Additional
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Soliciting Material
Pursuant to §240.14a-12 |
| BLUEFIRE
RENEWABLES, INC. |
| (Name
of Registrant as Specified In Its Charter) |
| |
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of Person(s) Filing Proxy Statement, if other than the Registrant) |
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BLUEFIRE
RENEWABLES, INC.
31
Musick
Irvine,
California 92618
(310)
648-8410
NOTICE
OF ANNUAL
MEETING
OF SHAREHOLDERS
TO
BE HELD NOVEMBER 12, 2015
TO
OUR SHAREHOLDERS:
You
are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of BlueFire Renewables,
Inc., a Nevada corporation (together with its subsidiaries, “Company”, “BlueFire”, “we”, “us”
or “our”), which will be held on November 12, 2015, at 9:00 A.M. in the Lavender Room of the Norman P. Murray Center
located at 24932 Veterans Way, Mission Viejo, California 92692, for the following purposes:
| 1. | To
elect four directors to hold office for a one year term and until each of their successors
are elected and qualified; |
| 2. | To
ratify the appointment of DBBMcKennon, as our independent registered public accounting
firm for the fiscal year ending December 31, 2015; |
| 3. | To
consider and conduct a non-binding advisory vote on a proposal to approve the Company’s
executive compensation; and |
| 4. | To
transact such other business as may properly come before the Annual Meeting or any postponement
or adjournment thereof. |
The
foregoing items of business are more fully described in the Proxy Statement that is attached and made a part of this Notice. Only
stockholders of record of our common stock, $0.001 par value per share, and stockholders of record of our Series A Preferred Stock,
no par value per share (the “Series A Preferred”), at the close of business on October 9, 2015, will be entitled to
notice of, and to vote at, the Annual Meeting or any adjournment thereof.
All
stockholders are cordially invited to attend the Annual Meeting of Stockholders in person. Your vote is important regardless of
the number of shares you own. Only record or beneficial owners of BlueFire common stock and Series A Preferred as of the Record
Date may attend the Annual Meeting in person. When you arrive at the Annual Meeting, you must present photo identification, such
as a driver’s license. Beneficial owners also must provide evidence of stockholdings as of the Record Date, such as a recent
brokerage account or bank statement.
Whether
or not you expect to attend the Annual Meeting of Stockholders, please complete, sign, date, and return the enclosed proxy card
in the enclosed postage-paid envelope in order to ensure representation of your shares. It will help in our preparations for the
meeting if you would check the box on the form of proxy if you plan on attending the Annual Meeting. Your proxy is revocable in
accordance with the procedures set forth in the Proxy Statement.
| |
By
Order of the Board of Directors |
| |
|
| |
/s/
Arnold R. Klann |
| |
Arnold R. Klann |
| |
CEO and Chairman
of the Board |
| October 9, 2015 |
|
| Irvine, California |
|
YOUR
VOTE IS IMPORTANT
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT
IN YOUR PROXY.
TABLE
OF CONTENTS
BLUEFIRE
RENEWABLES, INC.
31
Musick
Irvine,
California 92618
PROXY
STATEMENT
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON NOVEMBER 12, 2015
GENERAL
INFORMATION ABOUT THE PROXY
STATEMENT
AND ANNUAL MEETING
General
This
Proxy Statement is being furnished to the shareholders of Bluefire Renewables, Inc. (together with its subsidiaries, “Company”,
“Bluefire”, “we”, “us” or “our”) in connection with the solicitation of proxies
by our Board of Directors (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Shareholders
to be held at the Lavender Room of the Norman P. Murray Center located at 24932 Veterans Way, Mission Viejo, California 92692
on November 12, 2015, at 9:00 A.M. PST, and at any and all adjournments or postponements thereof (the “Annual Meeting”)
for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Accompanying this Proxy Statement is
a proxy/voting instruction form (the “Proxy”) for the Annual Meeting, which you may use to indicate your vote as to
the proposals described in this Proxy Statement. It is contemplated that this Proxy Statement and the accompanying form of Proxy
will be first mailed to the Company’s shareholders on or about October 12, 2015.
The
Company will solicit shareholders by mail through its regular employees and may request banks and brokers and other custodians,
nominees and fiduciaries, to solicit their customers who have stock of the Company registered in the names of such persons and
will reimburse them for reasonable, out-of-pocket costs. In addition, the Company may also use the service of its officers and
directors to solicit proxies, personally or by telephone, without additional compensation.
Voting
Securities
Only
shareholders of record as of the close of business on October 9, 2015 (the “Record Date”) will be entitled to vote
at the Annual Meeting and any adjournment or postponement thereof. As of the Record Date, there were approximately 249,190,278
shares of common stock of the Company, issued and outstanding and entitled to vote representing approximately 2,800 holders of
record. As of the Record Date, there were fifty-one (51) shares of Series A Preferred Stock issued and outstanding and entitled
to vote. Shareholders may vote in person or by proxy. Each holder of shares of common stock is entitled to one vote for each share
of stock held on the proposals presented in this Proxy Statement. Each one (1) share of the Series A Preferred Stock shall have
voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock of the Company
eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z)
the Numerator. The Company’s bylaws provide that a majority of all the shares of stock entitled to vote, whether present
in person or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. The enclosed
Proxy reflects the number of shares that you are entitled to vote. Shares of common stock may not be voted cumulatively.
Voting
of Proxies
All
valid proxies received prior to the Annual Meeting will be voted. The Board of Directors recommends that you vote by proxy even
if you plan to attend the Annual Meeting. To vote by proxy, you must fill out the enclosed Proxy, sign and date it, and return
it in the enclosed postage-paid envelope. Voting by proxy will not limit your right to vote at the Annual Meeting if you attend
the Annual Meeting and vote in person. However, if your shares are held in the name of a bank, broker or other holder of record,
you must obtain a proxy executed in your favor, from the holder of record to be able to vote at the Annual Meeting.
Revocability
of Proxies
All
Proxies which are properly completed, signed and returned prior to the Annual Meeting, and which have not been revoked, will be
voted in favor of the proposals described in this Proxy Statement unless otherwise directed. A shareholder may revoke his or her
Proxy at any time before it is voted either by filing with the Secretary of the Company, at its principal executive offices located
at 31 Musick, Irvine, CA 92618, a written notice of revocation or a duly-executed Proxy bearing a later date or by attending the
Annual Meeting and voting in person.
Required
Vote
Representation
at the Annual Meeting of the holders of a majority of the outstanding shares of our common stock and Series A Preferred entitled
to vote, either in person or by a properly executed Proxy, is required to constitute a quorum. Abstentions and broker non-votes,
which are indications by a broker that it does not have discretionary authority to vote on a particular matter, will be counted
as “represented” for the purpose of determining the presence or absence of a quorum. Under the Nevada Revised Statutes,
once a quorum is established, shareholder approval with respect to a particular proposal is generally obtained when the votes
cast in favor of the proposal exceed the votes cast against such proposal.
In
the election of our Board of Directors, shareholders are not allowed to cumulate their votes. Shareholders are entitled to cast
a vote for each of the openings on the Board to be filled at the Annual Meeting. The four nominees receiving the highest vote
totals will be elected as our Board of Directors. For approval of the proposed ratification of our independent registered accountants,
the votes cast in favor of the proposal must exceed the votes cast against the proposal. Accordingly, abstentions and broker non-votes
will not affect the outcome of the election of the Board of Directors or the ratification of the independent public accountants.
Shareholders
List
For
a period of at least ten days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting
will be available at the principal executive offices of the Company located at 31 Musick, Irvine, CA 92618 so that shareholders
of record may inspect the list only for proper purposes.
Expenses
of Solicitation
The
Company will pay the cost of preparing, assembling and mailing this proxy-soliciting material, and all costs of solicitation,
including certain expenses of brokers and nominees who mail proxy material to their customers or principals.
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
The
Company’s Board of Directors currently consists of four authorized directors. A total of four directors will be elected
at the Annual Meeting to serve until the next annual shareholder meeting. The persons named as “Proxies” in the enclosed
Proxy will vote the shares represented by all valid returned proxies in accordance with the specifications of the shareholders
returning such proxies. If no choice has been specified by a shareholder, the shares will be voted FOR the nominees. If at the
time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected
to occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees,
if any, as shall be designated by the Board of Directors. If a quorum is present and voting, the nominees for directors receiving
the highest number of votes will be elected. Abstentions and broker non-votes will have no effect on the vote.
NOMINEES
FOR ELECTION AS DIRECTOR
The
following sets forth certain information about each of the director nominees:
Arnold
R. Klann, age 63.
Mr.
Klann has been our Chairman of the Board and Chief Executive Officer since our inception in March 2006. Mr. Klann has been President
of ARK Energy, Inc. and Arkenol, Inc. from January 1989 to present. Mr. Klann has an AA from Lakeland College in Electrical Engineering.
BlueFire believes that Mr. Klann’s contacts in the ethanol and cellulose industries and his overall insight into our business
are a valuable asset to the Company.
Necitas
Sumait, age 55.
Mrs.
Sumait has been our Director and Senior Vice President since our inception in March 2006. Prior to this, Mrs. Sumait was Vice
President of ARK Energy/Arkenol from December 1992 to July 2006. Mrs. Sumait has a MBA in Technological Management from Illinois
Institute of Technology and a B.S. in Biology from DePaul University. BlueFire believes that Mrs. Sumait’s work with, and
insight into, the environmental regulation and policy of our business is a valuable asset to the Company.
Independent
Directors:
Chris
Nichols, age 49
Mr.
Nichols has been our Director since our inception in March 2006. Mr. Nichols is currently the Chief Sales Officer for Field Nation,
LLC. Previously, Mr. Nichols was the Chairman of the Board and Chief Executive Officer of Advanced Growing Systems, Inc. From
2003 to 2006, Mr. Nichols was the Senior Vice President of Westcap Securities’ Private Client Group. Prior to this, Mr.
Nichols was a Registered Representative at Fisher Investments from December 2002 to October 2003. He was a Registered Representative
with Interfirst Capital Corporation from 1997 to 2002. Mr. Nichols is a graduate of California State University in Fullerton with
a B.A. degree in Marketing. The Company believes that Mr. Nichols’ experience in public company financing will assist us
with the formation of new capital into the Company.
Joseph
Sparano, age 68.
Mr.
Sparano served as an executive advisor to the Western States Petroleum Association’s (“WSPA”) board of directors
from January 2010 until his retirement in April 2011. Prior to that period, Mr. Sparano served as President of WSPA from March
2003 until he resigned from that position in January 2010. WSPA is an non-profit trade association that represents companies that
account for the bulk of petroleum exploration, production, refining, transportation and marketing in the six western states of
Arizona, California, Nevada, Oregon and Washington. In his role as executive advisor, Mr. Sparano advised the WSPA President and
Board Chairman on matters related to the trade organization’s operations and advocacy. As President, Mr. Sparano was responsible
for leading the trad association in all its activities. Prior to joining the WSPA, from March 2000 to March 2003, Mr. Sparano
served as the President of Tesoro Petroleum Corporation’s (“Tesoro”) West Coast Regional Business Unit and as
Vice President of the company’s Heavy Fuels Marketing segment. Tesoro is an independent marketer and refiner of petroleum
products. Prior to joining Teroso Mr. Sparano owned and managed hs own consulting company, from 1995 until March 2000, From September
1990 to August 1995, Mr. Sparano served as the Chairman and Chief Executive Officer of Pacific Refining Company, a California
based petroleum refining operation. Mr. Sparano’s career also included executive positions with Champlin Petroleum, Union
Pacific Corporation and Exxon. Mr. Sparano graduated cum laude from the Stevens Institute of Technology, receiving a B.S. in chemical
engineering. The Company believes that Mr. Sparano’s experience in both mergers and acquisitions and in representing the
oil and gas industry will assist us with the formation of new strategic partnerships.
RECOMMENDATION
OF THE BOARD OF DIRECTORS:
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF ARNOLD R, KLANN, NECITAS SUMAIT, CHRIS NICHOLS
AND JOSEPH SPARANO AS DIRECTORS.
PROPOSAL
NO. 2
RATIFICATION
OF APPOINTMENT
OF
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING
FIRM
The
Board of Directors has appointed DBBMcKennon as our independent registered public accounting firm to examine the consolidated
financial statements of the Company for fiscal year ending December 31, 2015. The Board of Directors seeks an indication from
shareholders of their approval or disapproval of the appointment.
DBBMcKennon
will audit our consolidated financial statements for the fiscal year ended December 31, 2015. Representatives of DBBMcKennon are
expected to attend the Annual Meeting, will have the opportunity to make a statement if they so desire, and are expected to be
available to respond to appropriate questions.
DBBMcKennon
has audited the consolidated financial statements of the Company since 2009. Our consolidated financial statements for the fiscal
year ended December 31, 2008 was audited by our former registered public accounting firm McKennon Wilson & Morgan LLP (“McKennon
Wilson”). In connection with the reorganization of McKennon Wilson, certain of its audit partners resigned from the McKennon
Wilson and have joined DBBMcKennon. McKennon Wilson resigned as the independent auditor of the Company effective May 5, 2009.
McKennon Wilson had been the Company’s auditor since September 14, 2006.
In
connection with the audits of the fiscal years ended December 31, 2014, 2013, and the subsequent interim periods through June
30, 2015, there we no disagreements with DBBMcKennon on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them
to make reference in connection with their opinion to the subject matter of the disagreement.
In
the event shareholders fail to ratify the appointment of DBBMcKennon, the Board of Directors will reconsider this appointment.
Even if the appointment is ratified, the Board of Directors, in its discretion, may direct the appointment of a different independent
registered public accounting firm at any time during the year if the Board of Directors determines that such a change would be
in the interests of the Company and its shareholders.
The
affirmative vote of the holders of a majority of the Company’s common stock and Series A Preferred represented and
voting at the Annual Meeting either in person or by proxy will be required for approval of this proposal. Neither abstentions
nor broker non-votes shall have any effect on the outcome of this vote.
RECOMMENDATION
OF THE BOARD OF DIRECTORS:
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF DBBMCKENNON
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL
3
NON-BINDING
ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION
We
are asking our shareholders to provide advisory approval of the compensation of the Named Officers, as described in the “Executive
Compensation” section of this Proxy Statement. While this vote is advisory, and not binding on the Company, it will provide
information to our Board and Compensation Committee regarding investor sentiment about our executive compensation policies and
practices, which the Compensation Committee will be able to consider when determining executive compensation for the fiscal year
ending 2015 and beyond.
This
proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to endorse
or not endorse our executive compensation program and policies through the following resolution:
“RESOLVED,
that the compensation of the Company’s Named Officer, as disclosed pursuant to compensation disclosure rules of the Securities
and Exchange Commission located in the “Executive Compensation” section of this proxy statement, and the accompanying
executive compensation table and narrative discussions, is hereby APPROVED.”
The
vote on this Proposal 3 is advisory, and therefore not binding on the Company, the Compensation Committee, or the Board. The vote
will not be construed to create or imply any change to the fiduciary duties of the Company or the Board, or to create or imply
any additional fiduciary duties for the Company or the Board. However, the Board and the Compensation Committee value input from
shareholders and will consider the outcome of the vote when making future executive compensation decisions. The affirmative vote
of a majority of the shares present or represented and entitled to vote either in person or by proxy is required to approve this
Proposal 3.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADOPTION OF THE FOREGOING RESOLUTION APPROVING THE COMPANY’S
EXECUTIVE COMPENSATION POLICIES AND PROCEDURES AND THE COMPENSATION PAID TO THE NAMED OFFICER.
CORPORATE
GOVERNANCE
Board
Meetings and Annual Meeting Attendance
The
Board of Directors met approximately 9 times during fiscal year ended December 31, 2014. No director attended less than 100% of
the meetings. Additionally, the Board acted approximately 2 times by unanimous written consent in lieu of a meeting during 2014.
Audit
Committee
Mr.
Nichols and Mr. Sparano currently serve as members of the Company’s separately designated Audit Committee, established in
accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with
Mr. Nichols chairing the committee and Mr. Sparano serving as its financial expert.
The
Company’s Audit Committee held 5 meetings during the fiscal year ended December 31, 2014. The function of the Audit Committee,
as detailed in the Audit Committee Charter, is to provide assistance to the Board in fulfilling its responsibility to the shareholders,
potential shareholders, and investment community relating to corporate accounting, management practices, reporting practices,
and the quality and integrity of the financial reports of the Company. In so doing, it is the responsibility of the Audit Committee
to maintain free and open means of communication between the directors, the independent auditors and Company management.
The
independent directors meet the independence standards of the NASDAQ Stock Exchange, and the SEC.
The
Audit Committee Charter is posted on the Company’s website at www.bfreinc.com and is reviewed, revised and updated
on an annual basis. Upon self-evaluation and review, the Audit Committee has determined that all requirements were satisfied during
the fiscal year ended December 31, 2014.
Compensation
Committee
Mr.
Nichols and Mr. Sparano serve as the members of the Compensation Committee, with Mr. Nichols serving as its Chairman.
The
Compensation Committee Charter is posted on the Company website, at www.bfreinc.com. The Compensation Committee sets the
overall compensation principles for the Company, subject to annual review. The Compensation Committee may not delegate its authority.
However, the Compensation Committee may retain counsel or consultants as necessary. During fiscal 2013, the Compensation Committee
met 1 times.
The
independent directors meet the independence standards of the NASDAQ Stock Exchange, the American Stock Exchange and the SEC.
The
Compensation Committee establishes the Company’s general compensation policy and, except as prohibited by law, may take
any and all actions that the Board could take relating to compensation of directors, executive officers, employees and other parties.
The Compensation Committee’s role is to (i) evaluate the performance of the Company’s executive officers, (ii) set
compensation for directors and executive officers, (iii) make recommendations to the Board on adoption of compensation plans and
(iv) administer Company compensation plans. When evaluating potential compensation adjustments, the Compensation Committee solicits
and considers input provided by the Chief Executive Officer relating to the performance and/or contribution to the Company’s
overall performance by executive officers and other key employees.
Nominating
Committee
Mr.
Sparano, Mr. Klann, and Ms. Sumait currently serve as members of the nominating committee with Mr. Sparano serving as the chairman.
The
Nominating Committee was organized in March 2008. The Nominating Committee did not meet during the fiscal year ended December
31, 2014. The Nominating Committee Charter is posted on the Company’s website at www.bfreinc.com. The Company intends
to appoint a chairman to the Nominating Committee as soon as practicable at which point the role of the Nominating Committee would
be to identify and recommend candidates for positions on the Board of Directors. The Nominating Committee’s policies are
subject to annual review.
The
function of the Nominating Committee, as detailed in the Nominating Committee Charter, is to recommend to the Board the slate
of director nominees for election to the Board and to identify and recommend candidates to fill vacancies occurring between annual
shareholder meetings. The Nominating Committee has established certain broad qualifications in order to consider a proposed candidate
for election to the Board. The Nominating Committee has a strong preference for candidates with prior board experience with public
companies. The Nominating Committee will also consider such other factors as it deems appropriate to assist in developing a board
and committees that are diverse in nature and comprised of experienced and seasoned advisors. These factors include judgment,
skill, diversity (including factors such as race, gender or experience), integrity, experience with businesses and other organizations
of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent
to which the candidate would be a desirable addition to the Board and any committees of the Board.
It
is the policy of the Nominating Committee to consider candidates recommended by security holders, directors, executive officers
and other sources, including, but not limited to, third-party search firms. Security holders of the Company may submit recommendations
for candidates for the Board. Such submissions should include the name, contact information, a brief description of the candidate’s
business experience and such other information as the person submitting the recommendation believes is relevant to the evaluation
of the candidate. The Nominating Committee will review all such recommendations.
The
Nominating Committee will evaluate whether an incumbent director should be nominated for re-election to the Board or any Committee
of the Board upon expiration of such director’s term using the same factors as described above for other Board candidates.
The Nominating Committee will also take into account the incumbent director’s performance as a Board member. Failure of
any incumbent director to attend at least seventy-five percent (75%) of the Board meetings held in any year of service as a Board
member will be viewed negatively by the Nominating Committee in evaluating the performance of such director.
Code
of Ethics
The
Company has adopted a code of ethics that is applicable to our directors and officers. Our code of ethics is posted on our website
and can be accessed at www.bfreinc.com.
Family
Relationships
There are
no family relationships among our directors, executive officers, or persons nominated or chosen by the Company to become directors
or executive officers.
Director’s
Compensation
The following
summary compensation table sets forth all compensation awarded to, earned by, or paid to the named directors by us during the
year ended December 31, 2014.
| Name |
|
Fees
Earned or Paid in Cash ($) |
|
|
Stock
Awards ($) |
|
|
Option
Awards ($) |
|
|
Non-Equity
Incentive Plan Compensation ($) |
|
|
Change
in Pension Value and Non- Qualified Deferred Compensation Earnings ($) |
|
|
All
Other Compensation ($) |
|
|
Total
($) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arnold
Klann |
|
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|
| Necitas Sumait |
|
|
|
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|
| Chris Nichols
(1) |
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
6,000 |
|
| |
|
|
|
|
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|
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|
|
|
|
| Joseph Sparano
(1) |
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000 |
|
| (1) |
Reflects the value of shares of restricted common
stock issued as compensation for serving on the Company’s board of directors. See notes to the consolidated financial
statements for valuation. |
Executive
Officers
| NAME |
|
AGE |
|
POSITION |
|
OFFICER
AND/OR
DIRECTOR
SINCE |
| Arnold
Klann |
|
62 |
|
President,
CEO and Director |
|
June
2006 |
| Necitas
Sumait |
|
54 |
|
Secretary,
SVP and Director |
|
June
2006 |
| John
Cuzens |
|
63 |
|
SVP,
Chief Technology Officer |
|
June
2006 |
| Chris
Nichols |
|
48 |
|
Director |
|
June
2006 |
| Joseph
Sparano |
|
67 |
|
Director |
|
March
2011 |
In
addition to the persons whose biographical information is set forth above, during 2014, the Company’s other executive officer
is Mr. John Cuzens, whose biography is set forth below.
John
Cuzens - Chief Technology Officer and Senior Vice President
Mr.
Cuzens has been our Chief Technology Officer and Senior Vice President since our inception in March 2006. Mr. Cuzens was a Director
from March 2006 until his resignation from the Board of Directors in July 2007. Prior to this, he was Director of Projects Wahlco
Inc. from 2004 to June 2006. He was employed by Applied Utility Systems Inc from 2001 to 2004 and Hydrogen Burner Technology form
1997-2001. He was with ARK Energy and Arkenol from 1991 to 1997 and is the co-inventor on seven of Arkenol’s eight U.S.
foundation patents for the conversion of cellulosic materials into fermentable sugar products using a modified strong acid hydrolysis
process. Mr. Cuzens has a B.S. Chemical Engineering degree from the University of California at Berkeley.
Executive
Officer Compensation
The
following Executive Officer Compensation Tables sets forth the compensation of our Executive Officers for the fiscal year ending
on December 31, 2014.
SUMMARY
COMPENSATION TABLE
| Name
and Principal Position |
|
Year |
|
|
Salary
($) |
|
|
Bonus
($) |
|
|
Stock
Awards
($) (1) |
|
|
Option
Awards
($) |
|
|
Non-Equity
Incentive Plan
Compensation
($) |
|
|
Non-Qualified
Deferred
Compensation
Earnings
($) |
|
|
All
Other
Compensation
($) |
|
|
Total
($) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arnold Klann |
|
2014 |
|
|
|
226,000 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
226,000 |
|
| Chief Executive
Officer, |
|
2013 |
|
|
|
226,000 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
226,000 |
|
| President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Necitas Sumait |
|
2014 |
|
|
|
180,000 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
180,000 |
|
| Secretary, |
|
2013 |
|
|
|
180,000 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
180,000 |
|
| Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| John Cuzens |
|
2014 |
|
|
|
180,000 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
180,000 |
|
| Treasurer, |
|
2013 |
|
|
|
180,000 |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
180,000 |
|
| Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(1) |
Reflects
the value of shares of restricted common stock issued as compensation for serving on the Company’s board of directors.
See notes to the consolidated financial statements for valuation. |
2014
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR
| OPTION
AWARDS |
|
STOCK
AWARDS |
| Name |
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Exercisable |
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Unexercisable |
|
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) |
|
Option
Exercise
Price ($) |
|
Option
Expiration
Date |
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#) |
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($) |
|
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 (#) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Arnold Klann |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Necitas Sumait |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| John Cuzens |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Chris Nichols |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal
Proceedings
There
are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that
is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.
No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition
or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of
a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer
has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director
or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more
of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in
beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and
regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). To the
best of the Company’s knowledge, any reports required to be filed were timely filed as of October 8, 2015.
REPORT
OF THE AUDIT COMMITTEE
The
Audit Committee has reviewed and discussed the audited financial statements for fiscal years ended December 31, 2014, and 2013,
with BlueFire’s management.
The
Audit Committee has discussed with the Company’s independent auditors the matters required to be discussed by the Statement
on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company
Accounting Oversight Board in Rule 3200T.
The
Audit Committee has received the written disclosures and the letter from the Company’s independent accountants required
by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees), 2 as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and has discussed with the independent
accountant the independent accountant’s independence.
Based
on the such review and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements
be included in the company’s annual report on Form 10-K for the last fiscal year for filing with the SEC.
Respectfully
submitted,
Chris
Nichols
Audit
Committee Chairman
The
preceding Report of the Audit Committee will be filed with the records of the Company.
FEES
TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(a)
Audit Fees
Aggregate
fees billed by DBBMcKennon for professional services rendered for the audit of our annual financial statements included
in Form 10-K and review of our financial statements included in Form 10-Q for the years ended December 31, 2014 and 2013, were
approximately $52,100 and $53,000, respectively.
(b)
Audit-Related Fees
No
fees were billed for assurance and related services reasonably related to the performance of the audit or review of our financial
statements and not reported under “Audit Fees” above in the years ended December 31, 2014 and 2013.
(c)
Tax Fees
Aggregate
fees billed by DBBMcKennon for tax services for the years ended December 31, 2014 and 2013, were $0 and $0.
(d)
All Other Fees
Aggregate
fees billed for professional services provided by DBBMcKennon other than those described above were $0 and $0 for the years ended
December 31, 2014 and 2013.
Audit
Committee Pre-Approval Policies and Procedures
The
Company’s Audit Committee has policies and procedures that require the pre-approval by the Audit Committee of all fees paid
to, and all services performed by, the Company’s independent accounting firms. At the beginning of each year, the Audit
Committee approves the proposed services, including the nature, type and scope of services contemplated and the related fees,
to be rendered by these firms during the year. In addition, Audit Committee pre-approval is also required for those engagements
that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit
Committee.
Pursuant
to the Sarbanes-Oxley Act of 2002, 100% of the fees and services provided as noted above were authorized and approved by the Audit
Committee in compliance with the pre-approval policies and procedures described herein.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions
with Related Persons
Technology
Agreement with Arkenol, Inc.
On
March 1, 2006, the Company entered into a Technology License agreement with Arkenol, Inc. (“Arkenol”), which the Company’s
majority shareholder and other family members hold an interest in. Arkenol has its own management and board separate and apart
from the Company. According to the terms of the agreement, the Company was granted an exclusive, non-transferable, North American
license to use and to sub-license the Arkenol technology. The Arkenol Technology, converts cellulose and waste materials into
ethanol and other high value chemicals. As consideration for the grant of the license, the Company shall make a one-time payment
of $1,000,000 at first project construction funding or term of a Licensee or sublicense project, and for each plant make the following
payments: (1) royalty payment of 4% of the gross sales price for sales by the Company or its sub licensees of all products produced
from the use of the Arkenol Technology (2) and a one-time license fee of $40.00 per 1,000 gallons of production capacity per plant.
According to the terms of the agreement, the Company made a one-time exclusivity fee prepayment of $30,000 during the period ended
December 31, 2006. The agreement term is for 30 years from the effective date.
During
2008, due to the receipt of proceeds from the Department of Energy, the Board of Directors determined that the Company had triggered
its obligation to incur the full $1,000,000 Arkenol License fee. The Board of Directors determined that the receipt of these proceeds
constituted “First Project Construction Funding” as established under the Arkenol technology agreement. As such, the
statement of operation reflects the one-time license fee of $1,000,000 and the unpaid balance of $970,000 was included in license
fee payable to related party on the accompanying consolidated balance sheet as of December 31, 2008. The prepaid fee to related
party of $30,000 was eliminated as of December 31, 2008. The Company repaid the $970,000 to the related party on March 9, 2009.
Asset
Transfer Agreement with Ark Energy, Inc.
On
March 1, 2006, the Company entered into an Asset Transfer and Acquisition Agreement with ARK Energy, Inc. (“ARK Energy”),
which is owned (50%) by the Company’s CEO. ARK Energy has its own management and board separate and apart from the Company.
Based upon the terms of the agreement, ARK Energy transferred certain rights, assets, work-product, intellectual property and
other know-how on project opportunities that may be used to deploy the Arkenol technology (as described in the above paragraph).
In consideration, the Company has agreed to pay a performance bonus of up to $16,000,000 when certain milestones are met. These
milestones include transferee’s project implementation which would be demonstrated by start of the construction of a facility
or completion of financial closing whichever is earlier. The payment is based on ARK Energy’s cost to acquire and develop
19 sites which are currently at different stages of development. The company has not developed or utilized any of these assets
to date.
Related
Party Loan Agreement
On
December 15, 2010, the Company entered into a loan agreement (the “Loan Agreement”) by and between Arnold Klann, the
Chief Executive Officer, Chairman of the board of directors and majority shareholder of the Company, as lender (the “Lender”),
and the Company, as borrower. Pursuant to the Loan Agreement, the Lender agreed to advance to the Company a principal amount of
$200,000 (the “Loan”). The Loan Agreement requires the Company to (i) pay to the Lender a one-time amount equal to
fifteen percent (15%) of the Loan (the “Fee Amount”) in cash or shares of the Company’s common stock at a value
of $0.50 per share, at the Lender’s option; and (ii) issue the Lender warrants allowing the Lender to buy 500,000 common
shares of the Company at an exercise price of $0.50 per common share, such warrants to expire on December 15, 2013. The Company
has promised to pay in full the outstanding principal balance of any and all amounts due under the Loan Agreement within thirty
(30) days of the Company’s receipt of investment financing or a commitment from a third party to provide $1,000,000 to the
Company or one of its subsidiaries (the “Due Date”), to be paid in cash or shares of the Company’s common stock,
at the Lender’s option.
On
November 10, 2011, the Company obtained a line of credit initially in the amount of $40,000, which was increased later increased
to $55,000, from its CEO to provide additional liquidity to the Company as needed, at his sole discretion. Under the terms of
the note, the Company is to repay any principal balance and interest, at 12% per annum, within 30 days of receiving qualified
investment financing of $100,000 or more. In 2014, the CEO advanced the Company an additional net $34,000 under the line of credit,
bringing the balance, as of December 31, 2014, to $45,230.
Review,
Approval or Ratification of Transactions with Related Persons
The
Audit Committee of the Board of Directors, as stated in its charter, is responsible for the review, approval or ratification of
all “transactions with related persons” as that term refers to transactions required to be disclosed by Item 404 of
Regulation S-K promulgated by the SEC. In reviewing a proposed transaction, the Audit Committee must (i) satisfy itself that it
has been fully informed as to the related party’s relationship and interest and as to the material facts of the proposed
transaction and (ii) consider all of the relevant facts and circumstances available to the Audit Committee. After its review,
the Audit Committee will only approve or ratify transactions that are fair to the Company and not inconsistent with the best interests
of the Company and its stockholders.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
As
of October 9, 2015, our authorized capitalization was 501,000,000 shares of capital stock, consisting of 500,000,000 shares of
common stock, $0.001 par value per share and 1,000,000 shares of preferred stock, no par value per share. As of October 9, 2015
there were 249,190,278 shares of our common stock outstanding, and 51 shares of our Series A Preferred outstanding all of which
were fully paid, non-assessable and entitled to vote. Each share of our common stock entitles its holder to one vote on each matter
submitted to the stockholders.
The
following table sets forth, as of October 9, 2015 the number of shares of our common stock and preferred stock owned by (i) each
person who is known by us to own of record or beneficially five percent (5%) or more of our outstanding shares, (ii) each of our
directors, (iii) each of our executive officers and (iv) all of our directors and executive officers as a group. Unless otherwise
indicated, each of the persons listed below has sole voting and investment power with respect to the shares of our common stock
and Series A Preferred beneficially owned.
| Name
of Beneficial Owner (1) |
|
Shares
of Series A
Preferred |
|
Percent
of
Series A
Preferred (2) |
|
Shares
of
Common Stock |
|
Percent
of
Common Stock (2) |
|
| |
|
|
|
|
|
|
|
|
|
| Arnold
Klann |
|
15 |
|
29.41 |
% |
|
20,290,258 |
|
|
8.14 |
% |
| Chief Executive
Officer, President, Chairman |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Necitas Sumait |
|
12 |
|
23.53 |
% |
|
3,096,000 |
|
|
1.24 |
% |
| Senior Vice President,
Director |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| John Cuzens |
|
- |
|
0 |
% |
|
3,058,500 |
|
|
1.23 |
% |
| Chief Technology
Officer, Senior Vice President |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Chris Nichols |
|
12 |
|
23.53 |
% |
|
24,500 |
|
|
* |
% |
| Director |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Joseph Sparano |
|
12 |
|
23.53 |
% |
|
12,000 |
|
|
* |
% |
| Director |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| All officers and
directors as a group (5 persons) |
|
|
|
100 |
% |
|
|
|
|
10.63 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
| All officers,
directors and 5% holders as a group (5 persons) |
|
|
|
100 |
% |
|
|
|
|
10.63 |
% |
* denotes
less than 1%
| |
(1) |
Beneficial
ownership is determined in accordance with Rule 13d-3(a) of the Exchange Act and generally includes voting or investment power
with respect to securities. |
| |
|
|
| |
(2) |
Figures
may not add up due to rounding of percentages. |
SHAREHOLDER
COMMUNICATIONS
The
Board of Directors of the Company has not adopted a formal procedure that shareholders must follow to send communications to it.
The Board of Directors does receive communications from shareholders, from time to time, and addresses those communications as
appropriate. Shareholders can send communication to the Board of Directors in writing, to BlueFire Renewables, Inc., 31 Musick,
Irvine, California 92618, Attention: Board of Directors.
SHAREHOLDER
PROPOSALS FOR THE 2016 MEETING
Rule
14a-8 under the Securities Exchange Act of 1934, as amended, addresses when a company must include a stockholder’s proposal
in its proxy statement and identify the proposal in its form of proxy when the Company holds an annual or special meeting of stockholders.
Under Rule 14a-8, proposals that stockholders intend to have included in the Company’s proxy statement and form of proxy
for the 2016 Annual Meeting of Stockholders must be received by the Company no later than April 20, 2016. However, if the date
of the 2016 Annual Meeting of Stockholders changes by more than 30 days from the date of the 2015 Annual Meeting of Stockholders,
the deadline is a reasonable time before the Company begins to print and mail its proxy materials, which deadline will be set
forth in a Quarterly Report on Form 10-Q or will otherwise be communicated to stockholders. Stockholder proposals must also be
otherwise eligible for inclusion.
If
a stockholder desires to bring a matter before an annual or special meeting and the proposal is submitted outside the process
of Rule 14a-8, the stockholder must follow the procedures set forth in the Company’s bylaws. A copy of the Company’s
bylaws setting forth the requirements for the nomination of director candidates by stockholders and the requirements for proposals
by stockholders may be obtained from the Company’s Secretary at the address indicated on the first page of this proxy statement.
If the date of the 2016 Annual Meeting of Stockholders is the same as the date of the 2015 Annual Meeting of Stockholders, stockholders
who wish to nominate directors or to bring business before the 2016 Annual Meeting of Stockholders must notify the Company by
no later than April 20, 2016. The notice must also comply with the Company’s bylaws. Notices should be directed to: BlueFire
Renewables, Inc., 31 Musick, Irvine, California 92618, Attention: Secretary.
AVAILABILITY
OF ANNUAL REPORT ON FORM 10-K AND HOUSEHOLDING
A
copy of the Company’s Annual Report on Form 10-K as filed with the SEC is available upon written request and without charge
to shareholders by writing to the Company c/o Secretary, 31 Musick, Irvine, California, 92618 or by calling telephone number (949)
588-3767.
In
certain cases, only one Annual Report and Proxy Statement may be delivered to multiple shareholders sharing an address unless
the Company has received contrary instructions from one or more of the stockholders at that address. The Company will undertake
to deliver promptly upon written or oral request a separate copy of the Annual Report or Proxy Statement, as applicable, to a
stockholder at a shared address to which a single copy of such documents was delivered. Such request should also be directed to
Secretary, BlueFire Renewables, Inc., at the address or telephone number indicated in the previous paragraph. In addition, shareholders
sharing an address can request delivery of a single copy of Annual Reports or Proxy Statements if they are receiving multiple
copies of Annual Reports or Proxy Statements by directing such request to the same mailing address.
OTHER
MATTERS
We
have not received notice of and do not expect any matters to be presented for vote at the Annual Meeting, other than the proposals
described in this Proxy Statement. If you grant a proxy, the person named as proxy holder, Richard Klann, or their nominees or
substitutes, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual
Meeting. If for any unforeseen reason, any of our nominees are not available as a candidate for director, the proxy holder will
vote your proxy for such other candidate or candidates nominated by our Board.
| |
By
Order of the Board of Directors |
| |
|
| |
/s/
Arnold Klann |
| |
Arnold Klann |
| |
Chairman of the
Board |
Irvine,
California
October
9, 2015
PROXY
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BLUEFIRE
RENEWABLES, INC.
The
undersigned hereby appoints Richard Klann as Proxy with full power of substitution to vote all the shares of common stock which
the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders to be held on November 12,
2015, at 9:00 A.M. in the Lavender Room of the Norman P. Murray Center located at 24932 Veterans Way, Mission Viejo, California
92692, or at any postponement or adjournment thereof, and upon any and all matters which may properly be brought before the Annual
Meeting or any postponement or adjournments thereof, hereby revoking all former proxies.
Election
of Directors
The
nominees for the Board of Directors are:
| Arnold
Klann |
Necitas
Sumait |
Chris
Nichols |
Joseph
Sparano |
Instruction:
To withhold authority to vote for any individual nominee(s), write the nominee(s) name on the spaces provided below:
The
Board of Directors recommends a vote FOR Proposal Nos. 1 and 3, and a ratification of Proposal No. 2.
| |
1. |
To
elect four directors to hold office for a one year term or until each of their successors are elected and qualified (except
as marked to the contrary above). |
| |
|
|
| |
|
[ ] FOR |
[ ] AGAINST |
[ ] ABSTAINS |
[ ] WITHHOLDS |
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2. |
To
ratify the appointment of DBBMcKennon as the independent registered public accounting firm of the Company. |
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[ ] FOR |
[ ] AGAINST |
[ ] ABSTAINS |
[ ] WITHHOLDS |
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3. |
To
approve, in a non-binding advisory vote, the compensation of the Company’s Named Officers. |
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[ ] FOR |
[ ] AGAINST |
[ ] ABSTAINS |
[ ] WITHHOLDS |
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4. |
To
withhold the proxy’s discretionary vote on Your behalf with regards to any other matters that are properly presented
for a vote at the Annual Meeting, please mark the box below. |
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[ ] WITHHOLDS |
This
Proxy, when properly executed, will be voted in the matter directed herein by the undersigned shareholder. If no direction is
made, this Proxy will be voted FOR each of the proposals.
| Dated: _________, 2015 |
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| Signature of Shareholder |
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| Signature of Shareholder |
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Please
date and sign exactly as your name(s) appears hereon. If the shares are registered in more than one name, each joint owner or
fiduciary should sign personally. When signing as executor, administrator, trustee or guardian give full titles. Only authorized
officers should sign for a corporation.