SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
[X]
Filed by a Party other than
the Registrant [ ]
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for use of the Commission only
(as permitted by Rule 14c-5(d)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Alliance BioEnergy Plus, Inc.
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(Name of Registrant as Specified
in Its Charter)
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Payment of Filing Fee (Check the appropriate
box):
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No fee required.
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Fee computed on table below per
Exchange Act Rules 14c-5(g) and 0-11.
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is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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400 N. Congress Ave., Suite
130, West Palm Beach FL 33401
(888) 607-3555
May __, 2016
Dear Fellow Shareholder:
You are cordially invited
to attend our Annual Meeting of Shareholders on Wednesday June 15, 2016, at 2:00
p.m. local time at the Marriott West Palm Beach, 1001 Okeechobee Blvd., West
Palm Beach, FL 33401. The business to be conducted at the Annual Meeting is
explained in the accompanying Notice of Annual Meeting of Shareholders and Proxy
Statement.
The accompanying materials
include the Notice of Annual Meeting of Shareholders and Proxy Statement. The
Proxy Statement describes the business that we will conduct at the Annual
Meeting. It also provides information about us that you should consider when you
vote your shares.
Whether or not you attend
the Annual Meeting, it is important that your shares be represented and voted.
We urge you to read the accompanying Proxy Statement carefully and vote as soon
as possible. You may vote your shares by completing, signing, dating and
returning the proxy card today. For your convenience, you may also vote your
shares via the Internet or by telephone by following the instructions on the
proxy card or by voting in person at the Annual Meeting. If you decide to attend
the Annual Meeting and you are a registered Shareholder, you will be able to
vote in person, even if you have previously submitted your proxy.
Thank you for your support
and continued interest in Alliance Bioenergy Plus, Inc.
Sincerely,
Daniel de Liege
Daniel de
Liege
Chairman of the Board,
President and Chief Executive Officer
400 N. Congress Ave., Suite
130, West Palm Beach FL 33401
(888) 607-3555
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 2016
TO THE SHAREHOLDERS OF
ALLIANCE BIOENERGY PLUS, INC.:
NOTICE IS HEREBY
GIVEN
that the Annual Meeting of
Shareholders of
Alliance Bioenergy
Plus, Inc
., a Nevada corporation
(the “Company”), will be held on June 15, 2016 at 2:00 p.m. local time, at the
Marriott West Palm Beach, 1001 Okeechobee Blvd., West Palm Beach, FL 33401, for
the following purposes:
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1.
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To elect
four (4) directors to serve for the ensuing year and until their
successors are elected;
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2.
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To approve
an amendment of the Company's Articles of Incorporation to increase the
Company's authorized capital to 510,000,000 shares comprising 500,000,000
shares of Common Stock par value $.001 per share and 10,000,000 shares of
Preferred Stock par value $0.001 per share.
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3.
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To ratify
the appointment of Paritz & Co., P.A. as our independent registered
public accounting firm for fiscal 2016;
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4.
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To
transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
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The foregoing items of
business are more fully described in the Proxy Statement accompanying this
Notice.
I strongly encourage you to
sign up for electronic delivery of our future annual reports and proxy materials
in order to conserve natural resources and help us save costs in producing and
distributing these materials. For more information, please see “Electronic
Delivery of Proxy Materials and Annual Reports”, below.
The Board of Directors has
fixed the close of business on May 9, 2016 as the record date for the
determination of Shareholders entitled to notice of and to vote at the Annual
Meeting and at any adjournment or postponement thereof. Shareholders of record
present at the Annual Meeting or who have submitted a valid proxy via the
Internet, by telephone or by mail will be deemed to be present in person to vote
at the Annual Meeting.
By Order of the Board of
Directors,
Daniel de Liege
Daniel de Liege
West
Palm Beach, FL
May 10, 2016
ALL SHAREHOLDERS ARE
CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU
EXPECT
TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL
VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR
SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO
VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN
YOUR NAME.
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2016 ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 15, 2016.
THE PROXY STATEMENT,
FORM OF PROXY AND THE ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015
ARE AVAILABLE AT www.proxyvote.com.
400 N. Congress Ave., Suite
130, West Palm Beach FL 33401
(888) 607-3555
PROXY
STATEMENT
FOR ANNUAL
MEETING OF SHAREHOLDERS
To be held on June 15,
2016
INFORMATION CONCERNING
SOLICITATION AND
THE ANNUAL MEETING
This Proxy Statement and
the accompanying proxy card are being furnished in connection with the
solicitation by the Board of Directors (the “Board”) of Alliance Bioenergy Plus,
Inc., a Nevada corporation, of proxies for use at the 2016 Annual Meeting of
Shareholders to be held on June 15, 2016, at 2:00 p.m. local time (the “Annual
Meeting”), or at any adjournment or postponement thereof, for the purposes set
forth herein and in the accompanying Notice of Annual Meeting. The Annual
Meeting will be held at the Marriott West Palm Beach, 1001 Okeechobee Blvd.,
West Palm Beach, FL 33401.
We intend to mail or
electronically deliver this Proxy Statement, the accompanying proxy card and
Notice of Annual Meeting on or about June 1, 2016 to all Shareholders of record
entitled to vote at the Annual Meeting.
QUESTIONS AND ANSWERS
REGARDING THE ANNUAL MEETING AND PROXY STATEMENT
What is a
proxy?
A proxy is your legal
designation of another person to vote the stock you own. That other person is
called a proxy. If you designate someone as your proxy in a written document,
that document also is called a proxy or a proxy card. Daniel de Liege, President
and Chief Executive Officer (the “proxyholder”), has been designated as proxy
for the Annual Meeting.
What is a Proxy
Statement?
A Proxy Statement is a
document that the regulations of the Securities and Exchange Commission (“SEC”)
require us to give you when we ask you to sign a proxy card designating the
proxyholders as proxies to vote on your behalf. The Proxy Statement includes
information about the proposals to be considered at the Annual Meeting and other
required disclosures including information about our Board and executive
officers.
Who can vote at the
Annual Meeting?
We have designated a record
date of May 9, 2016 for the Annual Meeting. Only Shareholders of record at
the close of business on the record date will be entitled to notice of and to
vote at the Annual Meeting. At the close of business on May 9, 2016, we had
outstanding and entitled to vote 52,166,742 shares of common stock. On all
matters to be voted upon at the Annual Meeting, each holder of record of common
stock on the record date will be entitled to one vote for each share held. All
votes will be tabulated by the inspector of election appointed for the meeting,
who will separately tabulate affirmative and negative votes, abstentions and
broker non-votes.
Shareholder of Record –
Shares Registered in Your Name
If, at the close of
business on the record date, your shares were registered directly in your name
with our transfer agent, VStock Transfer, Inc., then you are a Shareholder of
record. As a Shareholder of record, you may vote in person at the Annual Meeting
or vote by proxy. Whether or not you plan to attend the meeting, we urge you to
ensure your vote is counted by submitting your proxy by signing and dating the
enclosed proxy card and returning it in the postage-paid envelope provided or by
voting via the Internet or by telephone by following the instructions provided
on the enclosed proxy card. Simply follow the instructions on the accompanying
proxy card for each voting method.
Beneficial Owner –
Shares Registered in the Name of a Broker, Bank or Other Agent
If, at the close of
business on the record date, your shares were not held in your name, but rather
in an account at a brokerage firm, bank or other agent, then you are the
beneficial owner of shares held in “Street name” and these proxy materials are
being forwarded to you by your broker, bank or other agent. The broker, bank or
other agent holding your account is considered to be the Shareholder of record
for purposes of voting at the Annual Meeting. As a beneficial owner, you have
the right to direct your broker, bank or other agent on how to vote the shares
in your account. You are also invited to attend the Annual Meeting. However,
since you are not the Shareholder of record, you may not vote your shares in
person at the meeting unless you request and obtain a valid proxy issued in your
name from your broker, bank or other agent. If your broker holds your shares in
its name and you do not instruct your broker how to vote, your broker will
nevertheless have discretion to vote your shares on “routine” matters. Your
broker will not have discretion to vote on “non-routine” matters absent
direction from you. The election of directors (Proposal 1) and the increase in
authorized capital (Proposal 2) are considered “non-routine” under applicable
rules. The ratification of the appointment of Paritz & Co., P.A. as our
independent registered public accounting firm for fiscal 2016 (Proposal 3) is
considered “routine” under applicable rules. A broker or other nominee cannot
vote without instructions on non-routine matters, and therefore there may be
broker non-votes on these proposals.
How can I attend the
Annual Meeting?
You will be admitted to the
Annual Meeting if you were a Shareholder as of the close of business on May 9, 2016, or you have authority to vote under a valid proxy for the Annual
Meeting. You should be prepared to present valid photo identification, such as a
driver’s license or passport, for admittance. In addition, if you are a
Shareholder of record, your name will be verified against the list of
Shareholders of record prior to admittance to the Annual Meeting. If you are a
beneficial owner, you must provide proof of beneficial ownership on the record
date, such as your most recent account statement prior to May 9, 2016, a copy
of the voting instruction form provided by your broker, trustee or nominee, or
other similar evidence of ownership.
What proposals will be
presented at the Annual Meeting?
At the Annual Meeting,
Shareholders eligible to vote will consider and vote upon (1) the election of
four (4) directors to serve for the ensuing year and until their successors are
elected, (2) approval of an amendment of the Company's Articles of Incorporation
to increase the Company's authorized capital to 510,000,000 shares comprising
500,000,000 shares of Common Stock par value $.001 per share and 10,000,000
shares of Preferred Stock par value $0.001 per share and (3) the ratification of
the appointment of Paritz & Co., P.A. as our independent registered public
accounting firm for the fiscal year ending December 31, 2016 and (4) such other
business as may properly come before the meeting or any adjournment or
postponement thereof.
How does the board
recommend I vote on these proposals?
Our Board’s recommendations
are set forth, together with a description of the proposals, in this Proxy
Statement. In summary, our Board of Directors recommends that you vote:
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FOR each of the nominees for director named in
this Proxy Statement to serve until the Annual Meeting of Shareholders in
2017 and until their successors are duly elected and qualified;
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FOR an amendment of the Company's Articles of
Incorporation to increase the Company's authorized capital to 510,000,000
shares comprising 500,000,000 shares of Common Stock par value $.001 per
share and 10,000,000 shares of Preferred Stock par value $0.001 per share;
and
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FOR the ratification of the appointment of
Paritz & Co., P.A. as our independent registered public accounting
firm;
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What vote is required to
approve each matter and how are votes counted?
If a quorum is present at
the Annual Meeting, the votes required for the proposals to be considered at the
Annual Meeting and the treatment of abstentions and broker non-votes in respect
of such proposals are as follows:
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Election
of Directors.
The four (4)
nominees for director receiving the highest number of votes FOR election
will be elected as directors. This is called a plurality. Abstentions and
broker non-votes, if any, are not counted for purposes of electing
directors and will have no effect on the results of this vote. You may
vote either FOR all of the nominees, WITHHOLD your vote from all of the
nominees or WITHHOLD your vote from any one or more of the nominees. Votes
that are withheld will not be included in the vote tally for the election
of directors.
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Ratification of Paritz & Co., P.A.
as our Independent Registered Public Accounting Firm.
The affirmative vote of a majority of
shares present in person or represented by proxy at the Annual Meeting and
entitled to vote on the proposal is required to ratify Paritz & Co.,
P.A. as our independent registered public accounting firm for our fiscal
year ending December 31, 2016. Abstentions will have the effect of votes
against this proposal. Broker non-votes, if any, will have no effect on
the results of this vote.
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How do I
vote?
It is important that your
shares are represented at the Annual Meeting, whether or not you attend the
Annual Meeting in person. To make sure that your shares are represented, we urge
you to vote as promptly as possible by signing and dating the enclosed proxy
card and returning it in the postage-paid envelope provided or by voting via the
Internet or by telephone by following the instructions provided on the enclosed
proxy card.
If you are a Shareholder
of record
, there are four ways to
vote:
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By calling the toll-free telephone number
indicated on your proxy card. Follow the voice prompts to vote your shares
and confirm that your instructions have been properly recorded,
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By going to the Internet website indicated on
your proxy card. As with telephone voting, you can confirm that your
instructions have been properly recorded,
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By signing, dating and returning the
accompanying proxy card, or
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By written ballot at the Annual Meeting.
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If your shares are held
in street name
, please follow the
voting instructions provided by your bank, broker or other agent. In most cases,
you may submit voting instructions by telephone or by Internet to your bank,
broker or other agent, or you can sign, date and return a voting instruction
form to your bank, broker or other agent. If you provide specific voting
instructions by telephone, by Internet or by mail, your bank, broker or other
agent must vote your shares as you have directed.
At the Annual Meeting, we
will pass out ballots to anyone who wishes to vote in person. If you hold your
shares in street name, you must request a legal proxy from your bank, broker or
other nominee to vote by ballot at the Annual Meeting.
How can I change or
revoke my vote?
You can revoke your proxy
at any time before the applicable vote at the Annual Meeting. If you are the
record holder of your shares, you may revoke your proxy in any of the following
ways:
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you may
submit another properly executed proxy by telephone, by Internet or by
signing, dating and returning a later dated proxy card,
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you may send a written notice that you are
revoking your proxy to our Chairman at 400 N. Congress Ave., Suite 130,
West Palm Beach FL 33401, or
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you may attend the Annual Meeting and vote in
person (however, simply attending the Annual Meeting will not, by itself,
revoke your proxy).
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If your shares are held by
your broker, bank or other agent, follow the instructions provided by them.
How many shares must be
present to hold the Annual Meeting?
A quorum of Shareholders is
necessary to hold a valid meeting. A quorum will be present if at least a
majority of the outstanding shares as of the close of business on the record
date are represented by Shareholders present at the meeting or by proxy. At the
close of business on the record date, there were 52,166,742 shares outstanding
and entitled to vote. Therefore, in order for a quorum to exist, 26,083,372
shares must be represented by Shareholders present at the meeting or by proxy.
Your shares will be counted towards the quorum only if you submit a valid proxy
(or one is submitted on your behalf by your broker, bank or other agent) or if
you vote in person at the meeting. Abstentions and broker non-votes will be
counted towards the quorum requirement.
What if a quorum is not
present at the meeting?
If a quorum is not present
at the scheduled time of the Annual Meeting, we may adjourn the meeting, either
with or without the vote of the Shareholders. If we propose to have the
Shareholders vote whether to adjourn the meeting, the proxyholders will vote all
shares for which they have authority in favor of the adjournment. We may also
adjourn the meeting if for any reason we believe that additional time should be
allowed for the solicitation of proxies. An adjournment will have no effect on
the business that may be conducted at the Annual Meeting.
What if a Shareholder
does not specify a choice for a matter when returning a proxy?
If you indicate a choice on
your proxy on a particular matter to be acted upon, the shares will be voted as
indicated. If you are a Shareholder of record and you return a signed proxy card
but do not indicate how you wish to vote, the proxyholders will vote your shares
in the manner recommended by our Board of Directors on all matters presented in
this Proxy Statement and as the proxyholders may determine in their discretion
with respect to any other matters properly presented for a vote at the Annual
Meeting. If you do not return a proxy card, your shares will not be voted and
will not be deemed present for the purpose of determining whether a quorum
exists.
If you are a beneficial
owner and the organization holding your account does not receive instructions
from you as to how to vote those shares, under the rules of various national and
regional securities exchanges, that organization may exercise discretionary
authority to vote on routine proposals but may not vote on “non-routine”
proposals. As a beneficial owner, you will not be deemed to have voted on such
“non-routine” proposals. The shares that cannot be voted by brokers on
“non-routine” matters are called broker non-votes. Broker non-votes will be
deemed present at the Annual Meeting for purposes of determining whether a
quorum exists for the Annual Meeting. The election of directors (Proposal 1) is
considered “non-routine” under applicable rules. The election of directors
(Proposal 1) and the increase in authorized capital (Proposal 2) are considered
“non-routine” under applicable rules. The ratification of the appointment of
Paritz & Co., P.A. as our independent registered public accounting firm for
fiscal 2016 (Proposal 3) is considered “routine” under applicable rules.
What does it mean if I
receive more than one proxy card?
If you hold your shares in
more than one account, you will receive a proxy card for each account. To ensure
that all of your shares are voted, please sign, date and return the proxy card
for each account or vote via the Internet or by telephone following the
instructions provided on the proxy card for each account.
How will voting on any
other business be conducted?
Although we do not know of
any business to be considered at the Annual Meeting other than the proposals
described in this Proxy Statement, if any other business properly comes before
the Annual Meeting, your proxy or voting instruction gives authority to the
proxyholders to vote on those matters in their discretion.
May I propose matters
for consideration at next year’s annual meeting or nominate individuals to serve
as directors?
Yes. If you wish to propose
a matter for consideration at next year’s annual meeting or if you wish to
nominate a person for election as a director of the Company, see the information
set forth in “Shareholder Proposals” and “Shareholder Nominations” below.
How can I find out the
results of the voting at the Annual Meeting?
We will announce
preliminary voting results at the Meeting and publish final results in a Current
Report on Form 8-K within four business days following the Annual Meeting.
Where can I access an
electronic copy of the Proxy Statement and Annual Report on Form 10-K for the
fiscal year ended December 31, 2015?
You may access an
electronic copy of the Proxy Statement, form of proxy card, and the Annual
Report on Form 10-K for the fiscal year ended December 31, 2015 at:
www.proxyvote.com.
PROPOSAL ONE
ELECTION
OF DIRECTORS
The Board of Directors
currently consists of four (4) directors. Each director to be elected will hold
office until the next annual meeting of Shareholders and until his or her
successor is elected and has qualified, or until such director’s earlier death,
resignation or removal. The Board, upon recommendation by the independent
members of the Board, has nominated the nominees listed below for election to
our Board of Directors. All of the nominees listed below are currently directors
of the Company except Troy Lorenz. We encourage our Board members to attend our
annual meetings of Shareholders.
Nomination
Process
In considering candidates
for election to the Board, the independent members of the Board seek to assemble
a Board that, as a whole, possesses the appropriate balance of professional,
management and industry experience, qualifications, attributes, skills,
expertise and involvement in areas that are of importance to our business and
professional reputation. The independent members of the Board also consider
other board service, business, financial and strategic judgment of potential
nominees, and desire to have a Board that represents a diverse mix of
backgrounds, perspectives and expertise consisting of directors who complement
and strengthen the skills of other directors and who also exhibit integrity,
collegiality, sound business judgment and any other qualities that the
independent members of the Board view as critical to effective functioning of
the Board. Each of the nominees for election to the Board has demonstrated a
successful track record of strategic, business and financial planning and
operating skills. In addition, each of the nominees for election to the Board
has experience in management and leadership development and an understanding of
operating and corporate governance issues for a public company such as Alliance
Bioenergy Plus, Inc.
Voting
Shares represented by
executed proxies will be voted, if authority to do so is not withheld, for the
election of the six nominees named below. In the event that any nominee should
be unavailable for election as a result of an unexpected occurrence, such shares
will be voted for the election of such substitute nominee as management may
propose. Each person nominated for election has agreed to serve if elected, and
management has no reason to believe that any nominee will be unable to serve.
There are no arrangements or understandings between us and any other person
pursuant to which they or any other director has been selected as a director or
nominee at the Annual Meeting.
The four (4) candidates
receiving the highest number of affirmative votes cast at the meeting will be
elected directors.
The Board unanimously
recommends a vote IN FAVOR of each of the Board’s nominees for
director.
Nominees
The names of the nominees
and certain information about them are set forth below. Such information
includes their present positions, principal occupations and public company
directorships held in the past five years as well as the specific experience,
qualifications, attributes or skills of each nominee that led the independent
members of the Board to believe that, as of the date of this Proxy Statement,
the nominee is qualified to serve on the Board. However, each independent member
of the Board may have a variety of reasons for believing a particular person
would be an appropriate board member, and these views may differ from the views
of other independent members of the Board. Joseph Walsh, a current director of
the Company, is not running for re-election.
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Name
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Age
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Position and Offices
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Director Since
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Daniel de Liege
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50
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President, Chief Executive
Officer, Chief Financial Officer and Chairman of the Board
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2012
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Charles F. Sills
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71
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Director
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2015
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George D. Bolton
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66
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Director
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2015
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Troy Lorenz
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53
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Director
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*
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* Nominee not currently
serving as a director
Daniel de
Liege
became President, Secretary
and a director of the Company in April 2012 and became Chief Financial Officer
in April 2014. He has also served as Chief Executive Officer of the Company from
April 2012 through February 2015 and April 2015 to present. Prior to founding
the Company, Mr. de Liege has been the President and CEO of Prelude Pictures
since 1997. Prior to that Mr. de Liege was President of 24/7 Entertainment from
1994 until 1997. Mr. de Liege attended Palm Beach State College and is on the
Board of Directors of The Timothy Initiative, a not for profit
organization.
Charles F.
Sills
became a director of the
Company in July 2015. Mr. Sills has extensive experience planning and directing
international industrial, infrastructure, environmental and energy initiatives,
having served as a member of the Danube Task Force, the governing council that
ran the Danube Basin Environmental Restoration Program led by the World Bank,
the European Bank for Reconstruction & Development and the UN Development
Program, involving 13 countries from Austria to Moldova. He also served on the
Japan-U.S. Joint Fund for Social & Economic Development in Central/Eastern
Europe, the Helsinki Commission focused on the environmental clean-up of the
Baltic Sea, the Kaliningrad Defense Conversion Initiative, and the NGO
Delegation to NAFTA, where he helped draft the Environmental Supplements. Mr.
Sills was responsible for securing major funding support for the Smithsonian
Institute's biodiversity preservation/cancer cure research program in Brazil's
Amazon region; for the Sassari, Sardinia symposium on ozone depletion organized
by the International Council of Scientific Unions; and for the White House
Presidential Awards program sponsored by the President's Council on Sustainable
Development.
Mr. Sills has been engaged
in the renewable energy sector since the 1980’s, when he led the Martin Marietta
Aerospace (now Lockheed Martin) team that won the contract for and installed the
world’s largest (at that time) solar photovoltaic energy installation, under a
pilot program co-funded by the U.S. and Saudi Arabian Governments; researched
and wrote a worldwide survey of renewable energy technologies and
commercialization opportunities; and testified before Congress on the need for
pro-active U.S. Government support for advanced renewable energy R&D and
demonstration programs. Currently, he serves on both the Defense & Security
Advisory Committee and the International Advisory Committee for the American
Council on Renewable Energy (ACORE); and serves as a Board Member and Advisor on
Energy and Environment for the Eurasia Center/Eurasian Business Coalition, where
he has planned and moderated conferences on “Doing Business with the BRICS
(Brazil, Russia, India, China and South Africa)”, and energy and infrastructure
investment opportunities associated with the “New Silk Road”. He has extensive
experience in Government Contracting, and an advocate for Small Business access
to Federal and Military contracting opportunities, serving as a member of the
U.S. Chamber of Commerce's Small Business Council, and an observer to the White
House sponsored Inter-Agency Task Force on Veterans Business Development. He is
President of FED/Contracting LLC, a consultancy that assists Small Businesses in
partnering with Prime Contractors, and helps the Prime Contractors qualify
Veteran and Minority vendors as teammates for project opportunities with
mandated Diversity Supplier content. Based on the U.S. Defense Dept.
‘Mentor-Protégé’ program that he managed, Trillacorpe Construction, a
Service-Disabled Veteran-Owned Small Business, was awarded the 2010 Defense
Department Nunn-Perry Award for "superior performance in the areas of business
growth and return on investment, Government contracting, technical performance
and quality management".
George D.
Bolton
became a director of the
Company in July 2015. Prior to becoming a director of the Company, Mr. Bolton is
a seasoned business professional with significant experience in production
agriculture. From the management of fertilizer and chemical plants, to the
development and integration of a precision farming system for a national
fertilizer and chemical distribution company, George has worked to develop and
integrate new technologies for agriculture.
Recognizing the impact
carbon intensity would have on agriculture, Mr. Bolton was one of the founders
of AgCert International, and co-author of the first agricultural baseline
methodology approved by the United Nations Framework Convention on Climate
Change (UNFCC) AM0016: Greenhouse gas mitigation from improved animal waste
management systems in confined animal feeding operations. Under his direction
this methodology was the catalyst which allowed AgCert International to
construct over 725 biodigesters impacting more than 94% of the qualifying
concentrated animal feeding operations in Mexico and Brazil. The construction
and operation of these biogiesters dramatically improved each farms local
environment impact while also lowering their carbon intensity. The cooperation
between AgCert and the local farmers enabled the use of the Clean Development
Mechanism of the UNFCC to produce and market millions of certified emissions for
the purchasers, as well as covering the costs of each farms biodigesters.
Troy Lorenz
is a director nominee. Mr. Lorenz is a seasoned business professional with a
broad experience in business development and operations. From his experience with Price
Waterhouse as a tax attorney/CPA, private practice in estate and business planning, regional
developer for several Fortune 500 financial services companies, consulting engagements in
North Dakota’s Bakken Oil Formation as well as other businesses, he has worked in a
variety of roles that have enlisted his educational and experiential background. From
startups to regional territorial development to independent oil and gas service companies, he
has worked to help businesses and business owners mitigate their risks, meet compliance
requirements, standardize sales and sales training, streamline their operations and build high
performance teams.
Mr. Lorenz was raised and has worked the majority of his career in the upper Midwest
where energy and agriculture play an integral component to the wellbeing of not only the
region but the global community. Troy is a firm believer in continuous improvement,
creating predictable results through process and systems, and the importance of businesses
using a multidisciplinary approach to achieving results whether it be by the advisors they
surround themselves with or the internal teams that work day to day in the business.
Mr. Lorenz’ other experiences include lobbying, and Legislative Coordinator for the
Governor of North Dakota and Assistant Attorney General for the North Dakota Attorney
General’s Office. He earned his undergraduate degree in accounting and his Juris Doctorate
from the University of North Dakota.
BOARD AND COMMITTEE
MATTERS
AND CORPORATE GOVERNANCE MATTERS
Corporate
Governance
At this time, we have yet
to implement certain policies and practices to reflect corporate governance
initiatives that are designed to be compliant with the listing requirements of
the NASDAQ Stock Market and the corporate governance requirements of applicable
securities laws. We expect to implement all of these policies and practices in
the near future. As of this time, we have implemented the following:
|
●
|
A majority of our Board members are independent
of our company and our management;
|
|
●
|
We have a clear code of business conduct and
ethics that applies to our principal executive officers, our directors and
all of our employees;
|
|
●
|
We do not
have a Financial Expert who will serve on our Audit Committee when the
Board determines to designate such Committee. At the present time, the
entire Board carries out the functions of an Audit Committee.
|
Board of
Directors
Following our Annual
Shareholders Meeting, our Board will consist of four (4) directors: Daniel de
Liege (Chairman), Charles F. Sills, John D. Bolton and Troy Lorenz. During the
fiscal year ended December 31, 2015, our Board held two meetings and several
teleconferences. All directors serving on the Board during the fiscal year ended
December 31, 2015 attended at least 75% of the aggregate of the total number of
the meetings of the Board.
Independence of the
Board
A majority of the members
of our board of directors qualify as “independent,” as affirmatively determined
by the board of directors. After review of all relevant transactions or
relationships between each director, or any of his or her family members, and
us, our senior management and our independent registered public accounting firm,
our Board has affirmatively determined that Charles F. Sills, John D. Bolton and
Troy Lorenz are or will be independent directors within the meaning of Nasdaq
Marketplace Rule 4200
.
Board Leadership
Structure
Daniel de Liege currently
serves as Chief Executive Officer and Chairman of the Board. The Board does not
have a lead independent director. We do not have a formal policy with respect to
separation of the offices of Chairman of the Board and Chief Executive Officer,
and the Board believes that it should maintain flexibility to select our
Chairman and board leadership structure from time to time. The Board believes
that it is currently in our best interest, and that of our shareholders, for Mr.
de Liege to serve in both roles. The Board believes this provides us an
efficient and effective leadership model. Combining the Chairman and CEO roles
fosters clear accountability, effective
decision-making and alignment
on corporate strategy. In light of Mr. de Liege’s knowledge of our business and
industry, and his experience successfully navigating us through both strong and
challenging periods, his ability to speak as Chairman and CEO provides us with
strong unified leadership.
Role of Board in Risk
Oversight
Our management is primarily
responsible to manage risk and inform the Board regarding our most material
risks. The Board has oversight responsibility of the processes established to
monitor and manage such risks. The Board believes that such oversight function
is the responsibility of the entire Board through frequent reports and
discussions at regularly scheduled Board meetings. The independent directors on
the Board oversee risk management related to the nomination of director
candidates and our corporate governance practices. The Board believes that the
leadership structure described above under “Board Leadership Structure”
facilitates the Board’s oversight of risk management because it allows the
Board, working through its committees to participate actively in the oversight
of management’s actions. These specific risk categories and our risk management
practices are regularly reviewed by the entire Board in the ordinary course of
regular Board meetings.
Executive
Sessions
During the calendar year
ended December 31, 2015, our independent directors did not meet in any regularly
scheduled executive sessions at which only independent directors were present.
Shareholder
Communications with the Board
We have adopted a formal
process by which Shareholders may communicate with our Board. The Board
recommends that Shareholders initiate any communications with the Board in
writing and send them in care of the Chairman of the Board by mail to our
principal offices, 400 N. Congress Ave., Suite 130, West Palm Beach FL 33401.
This centralized process
will assist the Board in reviewing and responding to Shareholder communications
in an appropriate manner. The name of any specific intended Board recipient
should be noted in the communication.
Information Regarding
the Board Committees
During the full fiscal year
ended December 31, 2015, the Board had no standing committees. When designated,
the charters of the committees will be as follows:
Audit
Committee
When the Audit Committee is
designated, it will serve the following functions:
|
●
|
evaluate the performance of and assesses the
qualifications of the independent registered public accounting firm;
|
|
●
|
engage the independent registered public
accounting firm;
|
|
●
|
determine whether to retain or terminate the
existing independent registered public accounting firm or to appoint and
engage a new independent registered public accounting firm;
|
|
●
|
confer with senior management and the
independent registered public accounting firm regarding the adequacy and
effectiveness of financial reporting;
|
|
●
|
review and approve the retention of the
independent registered public accounting firm to perform any proposed
permissible non-audit services;
|
|
●
|
consider the effectiveness of our Company’s
internal control system, including information technology security and
control;
|
|
●
|
understand the scope of the independent
registered public accounting firm’s review of internal control over
financial reporting, and obtain reports on significant findings and
recommendations, together with management’s responses;
|
|
●
|
monitor the
rotation of partners of the independent registered public accounting firm
on our audit engagement team as required by
law;
|
|
●
|
oversee procedures, as required under applicable law, for
the receipt, retention and treatment of complaints received by us
regarding accounting, internal accounting controls or auditing matters and
the confidential and anonymous submission by employees of concerns
regarding questionable accounting or auditing matters;
|
|
●
|
review the procedures for communicating the code of
business conduct and ethics to our company personnel, and for monitoring
compliance therewith;
|
|
●
|
review annually the Audit Committee’s written charter and
the committee’s performance and reports the same to the Board;
|
|
●
|
review the financial statements to be included in our
Annual Report on Form 10-K as well as interim financial reports;
|
|
●
|
discuss with management and the independent registered
public accounting firm the results of the annual audit and the results in
our quarterly financial statements; and
|
|
●
|
review and approve all related party transactions on an
ongoing basis.
|
The Audit Committee will
have the authority to retain special legal, accounting or other advisors or
consultants as it deems necessary or appropriate to carry out its
duties.
Compensation
Committee
When the Compensation
Committee is designated, it will serve the following functions:
|
●
|
review and approve the performance goals and
objectives for executive officers, including our CEO;
|
|
●
|
evaluate the CEO’s performances in light of
those goals and objectives and recommend to the Board the CEO’s
compensation levels;
|
|
●
|
recommend to the Board the compensation of
executive officers other than the CEO;
|
|
●
|
report on executive compensation for inclusion
in our company’s proxy statements;
|
|
●
|
review annually the Board compensation and
makes related recommendations to the Board; and
|
|
●
|
review annually the Compensation Committee’s
written charter and the committee’s performance and reports the same to
the Board.
|
The Compensation Committee
will have the authority to retain special legal or other advisors or consultants
as it deems necessary or appropriate to carry out its duties.
Director
Nominations
The Board performs the
functions associated with a nominating committee. The Company’s independent
directors make recommendations to the full Board for nominations to fill
vacancies on the Board and for selecting the management nominees for the
directors to be elected by the Company’s shareholders at each annual meeting.
The Board believes that, considering the size of the Company and the Board,
nominating decisions can be made effectively on a case-by-case basis by the
Board. In carrying out the functions of a nominating committee, the Board does
not rely on a nominating committee charter. Rather, the independent directors of
the Company apply the guidelines set forth below in considering nominations to
the Board.
Director
Qualifications
The Board believes that new
candidates for director should have certain minimum qualifications, including
having the knowledge, capabilities, experience and contacts that complement
those currently existing within our company; ability and qualifications to
provide our management with an expanded opportunity to explore ideas, concepts
and creative approaches to existing and future issues, and to guide management
through the challenges and complexities of building a quality company; ability
to meet contemporary public company board standards with respect to general
governance; stewardship, depth of review, independence, financial certification,
personal integrity and responsibility to Shareholders; genuine desire and
availability to participate actively in the development of our future; and an
orientation toward maximizing Shareholder value in realistic time frames. The
Board also intends to consider for new Board members such factors as ability to
contribute strategically through relevant industry background and experience, on
either the vendor or the end user side; strong current industry contacts;
ability and willingness to introduce and open doors to executives of potential
customers and partners; current employment as the CEO (or equivalent) of an
energy company; independence from our company and current Board members; and a
recognizable name that would add credibility and value to our company and its
Shareholders. The Board does not have a formal policy regarding diversity, but
as described above considers a broad range of attributes and characteristics in
identifying and evaluating nominees for election to the Board. The Board views
diversity broadly to include diversity of experience, skills and viewpoint in
addition to more traditional diversity concepts. The Board may modify these
qualifications from time to time.
Evaluating Nominees
for Director
The Board reviews
candidates for director nominees in the context of the current composition of
our Board, our operating requirements and the long-term interests of
Shareholders. In conducting this assessment, the Board currently considers,
among other factors, diversity, age, skills, and such other factors as it deems
appropriate given the current needs of the Board and our company, to maintain a
balance of knowledge, experience and capability. In the case of incumbent
directors whose terms of office are set to expire, the Board reviews such
directors’ overall service to our company during their term, including the
number of meetings attended, level of participation, quality of performance, and
any other relationships and transactions that might impair such directors’
independence. In the case of new director candidates, the Board also determines
whether the nominee must be independent, which determination is based upon
applicable NASDAQ listing standards, applicable SEC rules and regulations and
the advice of counsel, if necessary. The Board then uses its network of contacts
to compile a list of potential candidates, but may also engage, if it deems
appropriate, a professional search firm. The Board conducts any appropriate and
necessary inquiries into the background and qualifications of possible
candidates after considering the function and needs of our Board. The Board
meets to discuss and consider such candidates’ qualifications and then select a
nominee for recommendation to our Board by majority vote. To date, the Board has
not paid a fee to any third party to assist in the process of identifying or
evaluating director candidates.
Shareholder
Nominations
The Board applies the same
guidelines (described above) to Shareholder nominees as applied to nominees from
other sources. Any Shareholder who wishes to recommend for the Board’s
consideration a prospective to serve on the Board may do so by giving the
candidate’s name and qualifications in writing to our corporate secretary at the
following address: 400 N. Congress Ave., Suite 130, West Palm Beach FL 33401, at
least thirty (30) days prior to the date of the Annual Shareholders Meeting.
Code of Business Conduct
and Ethics
We have adopted a “Code of
Business Conduct and Ethics,” a code of ethics that applies to all employees,
including our executive officers. In the event we make any amendments to, or
grant any waivers of, a provision of the Code of Business Conduct and Ethics
that applies to the principal executive officer, principal financial officer, or
principal accounting officer that requires disclosure under applicable SEC
rules, we intend to disclose such amendment or waiver and the reasons therefor
on a Form 8-K or on our next periodic report.
PROPOSAL
TWO
INCREASE IN AUTHORIZED
CAPITAL
The Company’s Board of Directors is proposing an amendment of the Company's
Articles of Incorporation to increase the Company's authorized capital to 510,000,000 shares
comprising 500,000,000 shares of Common Stock par value $.001 per share and 10,000,000
shares of Preferred Stock par value $0.001 per share. In this regard, the Company is
currently considering a number of strategic business alternatives and believes that it may not
have sufficient authorized, but unissued, shares of its Common Stock to facilitate the
issuance of additional shares in connection with alternatives such as an uplisting of the
Company from the OTCQB to the one of the NASDAQ markets or the NYSE MKT,
increasing the liquidity of the Company’s stock in trading markets and increased flexibility
in connection with future potential acquisitions and business growth opportunities. As of
this date, no new strategic business alternatives have been adopted or finalized. In order to
facilitate any strategic business alternative which may be advantageous to the Company’s
growth potential and increase in shareholder value, the Company's Board of Directors
believes that the proposed increase in authorized capital is beneficial because it provides the
Company with the flexibility it needs to adopt any such alternatives and take advantage of
potential business opportunities. At this time, the Company has not made any commitments
with respect to any new strategic business alternative. The Board of Directors intends to
implement the increase in the Company’s authorized capital following approval of this
proposal by its shareholders and final approval by the Company’s board of directors. The
board of directors is not proposing any change to the par value of the Company’s shares.
No further action on the part of shareholders will be required to increase the Company’s
authorized capital.
ADVANTAGES AND
DISADVANTAGES OF INCREASING AUTHORIZED COMMON STOCK
There are certain
advantages and disadvantages of increasing the Company's authorized common
stock. The advantages include:
|
●
|
The potential for uplisting of the Company from the OTCQB to the one of the
NASDAQ markets or the NYSE MKT.
|
|
●
|
Increased liquidity of the Company’s stock in the market.
|
|
●
|
The ability to issue shares of the Company’s Common Stock in exchange for the
Company’s senior debt, thereby improving the Company’s liquidity and debt to
equity ratio.
|
|
●
|
To have shares of common stock available to be proactive in pursuing potentially
beneficial business expansion opportunities when they arise.
|
|
●
|
The ability to raise capital by issuing capital stock under future financing
transactions, if any.
|
The disadvantages include:
|
●
|
Potential dilution to the existing shareholders,
including a decrease in our net income per share in future periods. This
could cause the market price of our stock to decline.
|
|
●
|
The issuance of authorized but unissued stock
could be used to deter a potential takeover of the Company that may
otherwise be beneficial to shareholders by diluting the shares held by a
potential suitor or issuing shares to a shareholder that will vote in
accordance with the desires of the Company's Board of Directors, at that
time. A takeover may be beneficial to independent shareholders because,
among other reasons, a potential suitor may offer such shareholders a
premium for their shares of stock compared to the then-existing market
price. The Company does not have any plans or proposals to adopt
provisions or enter into agreements that may have material anti-takeover
consequences.
|
Our Board of Directors
recommends a vote IN FAVOR of the increase in authorized capital.
PROPOSAL
THREE
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Audit Committee has
selected Paritz & Co., P.A. as our independent registered public accounting
firm for the fiscal year ending December 31, 2016. Shareholder ratification of
the selection of Paritz & Co., P.A. is not required by our bylaws or
otherwise. However, we are submitting the selection of Paritz & Co., P.A. to
the Shareholders for ratification as a matter of good corporate practice. If the
Shareholders fail to ratify the selection, the Board of Directors will consider
whether or not to retain that firm. Even if the selection 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 it
determines that such a change would be in the best interest of our company and
our Shareholders.
The affirmative vote of a
majority of the votes cast at the meeting, either in person or by proxy, is
required to ratify the selection of Paritz & Co., P.A. Abstentions will be
counted toward the tabulation of votes cast on proposals presented to the
Shareholders for the purpose of determining a quorum and will have the same
effect as negative votes. Broker non-votes are counted towards a quorum, but are
not counted for any purpose in determining whether this matter has been
approved.
Independent Registered
Public Accountants Fees
Audit
Fees
.
The aggregate fees billed
by the Company’s auditors, Paritz & Co. P.A. for professional services
rendered for the audit of its annual financial statements for fiscal year ended
December 31, 2015 and review its interim financial statements for the first,
second and third quarters of 2016 will be approximately $40,000 The aggregate
fees billed by the Company’s auditors, Paritz & Co P.A., for professional
services rendered for the audit of its annual financial statements for fiscal
year ended December 31, 2014 and review its interim financial statements for the
first, second and third quarters of 2015 were approximately $40,000.
Audit Related fees
During the past fiscal
year, no fees were billed or incurred for assurance or related services by the
Company’s auditors that were reasonably related to the audit or review of
financial statements reported above.
Tax Fees
During the past fiscal
year, $4,500 was billed by the Company’s auditors for tax preparation fees for
the fiscal year ended December 31, 2015.
All Other Fees
During the past fiscal
year, no other fees were billed or incurred for services by the Company’s
auditors other than the fees noted above. The Company’s board, acting as an
audit committee, deemed the fees charged to be compatible with maintenance of
the independence of its auditors.
The Board of
Directors Pre-Approval Policies
Before an independent
auditor is engaged by us to render audit or non-audit services, Audit Committee
(if appointed) and Board of Directors pre-approves the engagement. Board of
directors pre-approval of audit and non-audit services will not be required if
the engagement for the services is entered into pursuant to pre-approval
policies and procedures established by our Audit Committee regarding our
engagement of the independent auditor, provided the policies and procedures are
detailed as to the particular service, our board of directors is informed of
each service provided, and such policies and procedures do not include
delegation of our board of directors' responsibilities under the Exchange Act to
our management. Our board of directors may delegate to one or more designated
members of our board of directors the authority to grant pre-approvals, provided
such approvals are presented to the board of directors at a subsequent meeting.
If our board of directors elects to establish pre-approval policies and
procedures regarding non-audit services, the board of directors must be informed
of each non-audit service provided by the independent auditor. Board of
directors pre-approval of non-audit services, other than review and attest
services, also will not be required if such services fall within available
exceptions established by the SEC. For the fiscal years ended December 31, 2015
and 2014, 100% of audit-related services, tax services and other services
performed by our independent auditors were pre-approved by our board of
directors.
Our board has considered
whether the services described above under the caption "All Other Fees", which
are currently none, is compatible with maintaining the auditor's independence.
The board approved all fees
described above.
The Board of Directors has
considered the role of Paritz & Co., P.A. in providing services to us for
the fiscal year ended December 31, 2015 and has concluded that such services are
compatible with such firm’s independence.
Our Board of Directors
recommends a vote IN FAVOR of the ratification of the selection of our
independent registered public accounting firm.
SECURITY OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets
forth certain information regarding beneficial ownership of the Company's Common
Stock as of May 9, 2016, by: (I) each current director; each nominee for
director, and executive officer of the Company; (ii) all directors and executive
officers as a group; and (iii) each shareholder who owns more than five percent
of the outstanding shares of the Company's Common Stock. Except as otherwise
indicated, the Company believes each of the persons listed below possesses sole
voting and investment power with respect to the shares indicated.
|
Name and Address
|
|
|
Number of Shares
(2)
|
|
Percentage Owned
(1)
|
|
Capacity
|
|
Daniel de Liege (3)
|
|
5,337,005
|
|
|
10.182
|
%
|
|
|
Officer/Director
|
|
400 N Congress Avenue Suite 130
|
|
|
|
|
|
|
|
|
West Palm Beach, FL 33401
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles F. Sills (4)
|
|
100,000
|
|
|
*
|
|
|
|
Director
|
|
400 N Congress Avenue Suite 130
|
|
|
|
|
|
|
|
|
West Palm Beach, FL 33401
|
|
|
|
|
|
|
|
|
|
|
|
|
George D. Bolton (5)
|
|
192,906
|
|
|
*
|
|
|
|
Director
|
|
400 N Congress Avenue Suite 130
|
|
|
|
|
|
|
|
|
West Palm Beach, FL 33401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joe Walsh (6)(13)
|
|
20,944,308
|
|
|
33.375
|
%
|
|
|
Director (9)
|
|
197 S. Federal Highway
|
|
|
|
|
|
|
|
|
|
|
Boca Raton, FL 33432
|
|
|
|
|
|
|
|
|
|
|
|
|
All officers and directors as a
group
|
|
|
|
|
|
|
|
|
|
|
(four persons)
|
|
26,574,219
|
|
|
41.983
|
%
|
|
|
|
|
|
|
Mark W. Koch (7)
|
|
4,219,175
|
|
|
8.088
|
%
|
|
|
5%
Holder
|
|
400 N Congress Avenue Suite 130
|
|
|
|
|
|
|
|
|
|
|
West Palm Beach, FL 33401
|
|
|
|
|
|
|
|
|
|
|
|
|
Johan Sturm (8)
|
|
4,890,833
|
|
|
9.375
|
%
|
|
|
5% Holder
|
|
400 N Congress Avenue Suite 130
|
|
|
|
|
|
|
|
|
|
|
West Palm Beach, FL 33401
|
|
|
|
|
|
|
|
|
|
|
|
|
United States Regional Economic
|
|
12,726,523
|
|
|
21,846
|
%
|
|
|
5%
Holder
|
|
Development Authority, LLC (9)
|
|
|
|
|
|
|
|
|
|
|
197 S. Federal Highway
|
|
|
|
|
|
|
|
|
|
|
Boca Raton, FL 33432
|
|
|
|
|
|
|
|
|
|
|
|
|
Carbolosic Energy 1, LLLP (10)
|
|
8,217,785
|
|
|
14.502
|
%
|
|
|
5% Holder
|
|
197 S. Federal Highway
|
|
|
|
|
|
|
|
|
|
|
Boca Raton, FL 33432
|
|
|
|
|
|
|
|
|
|
|
|
|
Steve Dunkle (11)
|
|
3,450,157
|
|
|
6.614
|
%
|
|
|
5% Holder
|
|
125 S State Rd. 7
|
|
|
|
|
|
|
|
|
|
|
Wellington, FL 33414
|
|
|
|
|
|
|
|
|
|
|
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Wellington Asset Holdings, Inc.
(12)
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2,771,577
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6.614
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%
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5% Holder
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125 S State Rd. 7
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Wellington, FL 33414
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* less than one percent
(1%)
(1) This table is based upon 52,166,742 shares issued and outstanding as May 9, 2016.
(2) Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and includes voting and investment power with respect to the shares.
Shares of Common Stock subject to options or warrants currently exercisable or
exercisable within 60 days are deemed outstanding for computing the percentage
of the person holding such options or warrants, but are not deemed outstanding
for computing the percentage of any other person.
(3) Includes 5,087,005 shares and options to purchase 250,000 shares owned by Daniel de
Liege.
(4) Includes options to purchase 100,000 shares.
(5) Includes options to purchase 192,906 shares,
(6) Includes 6,638,821 shares and warrants to purchase 6,087,702 shares owned by United
States Regional Economic Development Authority, LLC, one of the beneficial owners of
which is Joe Walsh and 3,717,785 shares and warrants to purchase 4,500,000 shares owned
by Carbolosic Energy 1, LLLP, one of the beneficial owners of which is Joe Walsh.
(7) Includes 1,535,018 Shares owned by Mark W. Koch, 500,000 shares owned by MWK
Holdings 1, LLC, the beneficial owner of which is Mark Koch, 1,505,577 shares owned by
MWK Holdings, LLC, one of the beneficial owners of which is Mark W. Koch and 678,580
shares owned by CTWC, LLC, one of the beneficial owners of which is Mark W. Koch.
Mr. Koch resigned as a director of the Company on March 15, 2016.
(8) Includes 2,885,701 shares owned by Willem Johan Sturm and Marie M Veronique
Sturm JT and 2,005,132 shares owned by Animated Family Films, Inc., one of the beneficial
owners of which is Willem Johan Sturm. Mr. Sturm resigned as a director of the Company
on November 10, 2014.
(9) Includes 6,638,821 shares and 6,087,702 fully vested and exercisable warrants owned
by United States Regional Economic Development Authority, LLC, one of the beneficial
owners of which is Joe Walsh.
(10) Includes 3,717,785 shares and 4,500,000 fully vested and exercisable warrants owned
by Carbolosic Energy 1, LLLP, one of the beneficial owners of which is Joe Walsh.
(11) Includes 2,771,577 shares owned by Wellington Asset Holdings, Inc., one of the
beneficial owners of which is Steve Dunkle and 678,580 shares owned by CTWC, LLC, one
of the beneficial owners of which is Steve Dunkle.
(12) One of the beneficial owners of Wellington Asset Holdings, Inc. is Steve Dunkle.
(13) Term as director expires on June 15, 2016.
The Company is not aware of
any person who owns of record, or is known to own beneficially, five percent
(5%) or more of the outstanding securities of any class of the issuer, other
than as set forth above.
EXECUTIVE
COMPENSATION
The following is a summary
of the compensation we paid for each of the last two years ended December 31,
2015 and 2014, respectively (i) to the persons who acted as our principal
executive officer during our fiscal year ended December 31, 2015 and 2014 and
(ii) to the person who acted as our next most highly compensated executive
officer other than our principal executive officer who was serving as our
executive officer as of the end of our last fiscal year.
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Non-Qualified
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Name and
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Non-Equity
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Deferred
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All other
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Principal
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Stock
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Option
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Incentive
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Compensation
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Compensation
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Position
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Year
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Salary
($)
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Bonus
($)
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Awards
($)
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Awards
($)
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Plan
($)
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Earnings
($)
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($)
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Total
($)
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Daniel de
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Liege
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(President,
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CEO,
CFO)
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2015
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$
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240,000
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$
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3,508
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$
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0
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$
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0
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$
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0
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$
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0
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$
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0
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$
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243,508
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2014
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$
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200,000
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$
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0
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$
|
0
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$
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0
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$
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0
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$
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0
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$
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0
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$
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200,000
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Mark
W.
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Koch
(2)
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(Former
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Director)
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2015
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$
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0
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$
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0
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$
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0
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$
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0
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|
$
|
0
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|
$
|
0
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$
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0
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$
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0
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2014
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$
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200,000
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$
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0
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$
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0
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$
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0
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$
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0
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$
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0
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$
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0
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$
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200,000
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Charles F.
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Sills
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(Director)
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2015
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$
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18,333
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$
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0
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$
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0
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$
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45,641
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$
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0
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$
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0
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$
|
0
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$
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63,974
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2014
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$
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0
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$
|
0
|
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$
|
0
|
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|
$
|
0
|
|
$
|
0
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$
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0
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$
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0
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$
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0
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George D.
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Bolton
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(Director)
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2015
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$
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0
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$
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0
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$
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0
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$
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65,576
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$
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0
|
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$
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0
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$
|
0
|
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$
|
65,576
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2014
|
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$
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0
|
|
$
|
0
|
|
$
|
0
|
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|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
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$
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0
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Joseph
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McNaney
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(Former
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Director)
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2015
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
|
$
|
767,705
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
767,705
|
|
|
|
2014
|
|
$
|
180,000
|
|
$
|
0
|
|
$
|
4,200,000
|
(1)
|
|
$
|
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
4,380,000
|
Outstanding Equity
Awards at Fiscal Year End
None of the Company’s
executive officers received any equity awards, including, options, restricted
stock or other equity incentives, during the fiscal year ended December 31,
2015. A director of the Company was granted 4,000,000 shares of common stock for
consulting services valued at $4,200,000 during the fiscal year ended December
31, 2014, however this award was rescinded in February 2015 and replaced with
two (2) warrant agreements to purchase an aggregate of 2,000,000 shares of
common stock at exercise prices ranging from $0.40 to $0.65 with five (5) year
terms. The warrant agreements were valued at $767,705.
In March 2015, the
Company’s Board of Directors approved a resolution to compensate the board’s
independent directors with cash or equity per quarter under the Company’s 2012
Employee, Director Stock Plan. During the fiscal year ended December 31, 2015,
the company has issued to its current and former independent directors, eight
(8) options to purchase an aggregate of 425,690 shares of common stock for a
period of three (3) years at an average exercise price of $0.45
In January 2016, the
Company’s Board of Directors approved a resolution to compensate the Company’s
CEO with 250,000 fully vested warrants at an exercise price of $0.30 for a
period of five (5) years.
Additional Narrative
Disclosures; Employment Arrangements
A majority of the Company’s
employees, including its executive officers, have entered into employment
contracts with the company. The company does not offer any benefits package,
deferred compensation or retirement plan at this time.
Director Compensation
In March 2015, the Board of
Directors approved resolution to award compensation packages to the Company’s
independent directors for their service as directors or as members of any
committee of directors. Each independent member of the board is to receive
$10,000 in value of common stock, cash or three-year options per quarter. In
addition, the Chairman of the Board is to receive a $3,000 monthly payment. The
Company may compensate its directors with common stock, common stock options,
cash or a combination of these instruments. The Company has not established any
quantifiable criteria with respect to the level of stock grants or options.
Rather, the Board of Directors will evaluate stock grants and stock options paid
to similarly situated companies.
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the
Exchange Act requires our officers, directors and persons who own more than 10%
of any class of our securities registered under Section 12(g) of the Exchange
Act to file reports of ownership and changes in ownership with the SEC.
Officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on a review of
copies of such reports furnished to us and written representations that no other
reports were required during the fiscal year ended December 31, 2015, we believe
that all persons subject to the reporting requirements pursuant to Section 16(a)
filed the required reports on a timely basis with the SEC.
TRANSACTIONS WITH
RELATED PERSONS
1. In January 2015, the
Company entered into a consulting agreement with Prelude Motorsports, Inc.
calling for semi-monthly payments of $10,000. Under the terms of the consulting
agreement, the consultant will review and provide input on a variety of areas
including corporate structure, marketing materials, website and promotional
pieces; provide introductions to various organizations and individuals who might
support the Company’s business development.
2. Throughout 2013, the
Company issued unsecured short-term notes payable to various related parties,
including officers and directors of the Company, with a term of one year, which
have since been extended. At September 30, 2015, there was one consolidated note
outstanding to Palm Beach Energy Solutions, LLC. The note has an outstanding
principal balance of $71,000 and bears interest at a rate of 5% per annum.
3. Mark W. Koch and Daniel
de Liege are principals of AMG Energy Solutions, Inc., which owns 43% of AMG
Energy Group, LLC. The company owns 51% of AMG Energy Group, LLC.
The officers and directors
for the Company are involved in other business activities and may, in the
future, become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interest. The Company has not
formulated a policy for the resolution of such conflicts.
4. In December 2014, EK
Laboratories, Inc. (“EK”), a Florida corporation, was created as a wholly owned
subsidiary of AMG Energy Group, LLC. EK was created to operate as a research
facility to further develop the CTS technology and develop new emerging
technologies. AMG Energy Group, LLC is owned 51% by the Company and 43% is owned
by AMG Energy Solutions, Inc., of which Daniel de Liege and Mark W. Koch are
principals.
5. In November 2015, the
Company issued a short-term, unsecured note payable to a shareholder of the
company. The principal amount of the note was $10,290, accrued interest at 5%
per annum and had a term of one-year. On December 8, 2015, the note was paid in
full along with $32 in interest.
Director
Independence
The Company currently has
two (2) independent directors within the meaning of Nasdaq Marketplace Rule
4200. Although there are only two (2) independent directors, due to the business
and financial expertise of the CEO, the company feels that the current board can
competently perform the functions that an independent Board of Directors would
provide.
SHAREHOLDER
PROPOSALS
The deadline for submitting
a shareholder proposal for inclusion in our proxy statement and form of proxy
for our 2017 annual meeting of shareholders pursuant to Rule 14a-8 of the
Securities and Exchange Commission is November 30, 2016.
Our by-laws also establish
an advance notice procedure with respect to certain shareholder proposals and
director nominations. If a shareholder wishes to have a shareholder proposal
considered at our 2017 annual meeting, the shareholder must give timely notice
of the proposal in writing to our Chairman of the Board. To be timely, a
shareholder’s notice of the proposal must be delivered to, or mailed and
received at our executive offices not earlier than December 15, 2016 and not
later than January 18, 2017; provided, however, that in the event that no annual
meeting was held in the previous year or the date of the annual meeting has been
changed by more than 30 days from the anniversary of the scheduled date of this
year’s Annual Meeting, notice by the shareholder to be timely must be so
received no earlier than the close of business on the 90th day prior to such
annual meeting and not later than the close of business on the later of the 60th
day prior to such annual meeting or, in the event we first make public
announcement of the date of such annual meeting fewer than 70 days prior to the
date of such annual meeting, the close of business on the 10th day following the
day on which we first make public announcement of the date of such meeting.
OTHER
MATTERS
Other Matters Brought
Before the Meeting
The Board knows of no other
matters that will be presented for consideration at the Annual Meeting. If any
other matters are properly brought before the meeting, it is the intention of
the persons named in the accompanying proxy to vote on such matters in
accordance with their best judgment.
Proxy
Solicitation
We will bear the entire
cost of solicitation of proxies, including preparation, assembly, printing and
mailing of this Proxy Statement, the proxy and any additional information
furnished to shareholders. Copies of solicitation materials will be furnished to
banks, brokerage houses, fiduciaries and custodians holding in their names
shares of common stock beneficially owned by others to forward to such
beneficial owners. We may reimburse persons representing beneficial owners of
common stock for their costs of forwarding solicitation materials to such
beneficial owners. Original solicitation of proxies by mail may be supplemented
by telephone, telegram or personal solicitation by directors, officers or other
regular employees of our company. No additional compensation will be paid to
directors, officers or other regular employees for such services.
Householding of Proxy
Materials
In some cases, shareholders
holding their shares in a brokerage or bank account who share the same surname
and address and have not given contrary instructions received only one copy of
the proxy materials. This practice is designed to reduce duplicate mailings and
save printing and postage costs. If you would like to have a separate copy of
our annual report and/or proxy statement mailed to you or to receive separate
copies of future mailings, please submit your request to the address or phone
number that appears on your proxy card. We will deliver such additional copies
promptly upon receipt of such request.
In other cases,
shareholders receiving multiple copies at the same address may wish to receive
only one. If you now receive more than one copy, and would like to receive only
one copy, please submit your request to the address or phone number that appears
on your proxy card. A copy of our Annual Report to the Securities and Exchange
Commission on Form 10-K for the fiscal year ended December 31, 2015 has been
made available on-line or will be mailed upon request by our proxy service.
Exhibits to the Form 10-K are available without charge upon written request to
the Chairman at Alliance Bioenergy Plus, Inc., 400 N. Congress Ave., Suite 130,
West Palm Beach FL 33401.
Electronic Delivery of
Proxy Materials and Annual Reports
If you are a shareholder of
record, you may request and consent to electronic delivery of our future proxy
materials and annual reports by following the instructions on your proxy card.
If your shares are held in street name, please contact your broker, bank or
other nominee and ask about the availability of electronic delivery. If you
select electronic delivery, we will discontinue mailing the proxy materials and
annual reports to you beginning next year and you will be sent an e-mail message
notifying you of the Internet address or addresses where you may access the
proxy materials and annual report. Your consent to electronic delivery will
remain in effect until you revoke it. If you selected electronic delivery last
year, we will not mail the materials to you this year and you will receive an
e-mail message with the Internet address where you may access the proxy
materials and annual report for the current year.
Additional
Documentation
A copy of our Annual Report
to the Securities and Exchange Commission on Form 10-K for the fiscal year ended
December 31, 2015 has been made available on-line or will be mailed upon request
by our proxy service. Exhibits to the Form 10-K are available without charge
upon written request to the Chairman at Alliance Bioenergy Plus, Inc., 400 N.
Congress Ave., Suite 130, West Palm Beach FL 33401, tel. (888) 607-3555.
Accommodations for
Attendance at the Annual Meeting
Any stockholder or
stockholder’s representative who, because of a disability, may need special
assistance or accommodation to allow him or her to participate at the Annual
Meeting may request reasonable assistance or accommodation from us by contacting
the Chairman at Alliance Bioenergy Plus, Inc., 400 N. Congress Ave., Suite 130,
West Palm Beach FL 33401, tel. (888) 607-3555. To provide us sufficient time to
arrange for reasonable assistance or accommodation, please submit all requests
by May 15, 2016.
IMPORTANT
Your vote is very important
no matter how many shares you own. If your shares are held in your own name, please sign, date and
return the enclosed proxy card in the postage-paid envelope provided or submit
your proxy by telephone or the internet. Instructions regarding telephone and
internet voting are included on the proxy card (or, if applicable, your
electronic delivery notice). If your shares are held in “street name,” you
should provide instructions to your broker, bank, nominee or other institution
on how to vote your shares. You may provide instructions to your bank, nominee
or other institution over the internet or by telephone if your broker, bank,
nominee or other institution offers these options, or you may return the proxy
card to your broker, bank, nominee or other institution and contact the person
responsible for your account to ensure that a proxy is voted on your behalf.
*****
Whether you intend to be
present at the Annual Meeting or not, we urge you to return your signed proxy
card promptly.
By Order of the Board of
Directors
Daniel de Liege
Daniel de Liege
May 10, 2016
VOTE BY
INTERNET—www.proxyvote.com
Use
the internet to transmit your voting instructions and for electronic delivery of
information until 11:59 PM Eastern Time the day before the cut-off date or
meeting date. Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create an electronic
voting instruction form.
ELECTRONIC DELIVERY OF
FUTURE PROXY MATERIALS
If you
would like to reduce the costs incurred by Alliance Bioenergy Plus, Inc. in
mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the
internet. To sign up for electronic delivery, please follow instructions above
to vote using the internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future years.
VOTE BY
PHONE—1-800-690-6903
Use any
touch-tone telephone to transmit your voting instructions up until 11:59 PM
Eastern Time the day before the cutoff date or meeting date. Have your proxy
card in hand when you call and then follow the instructions.
VOTE BY
MAIL
Mark, sign and date your
proxy card and return it in the postage pre-paid envelope we have provided to
Alliance Bioenergy Plus, Inc., 400 N. Congress Ave., Suite 130, West Palm Beach
FL 33401. All written proxies must be received by the Company by May 18,
2016.
TO VOTE, MARK BLOCKS IN
BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND
RETURN THIS PORTION ONLY
|
THIS PROXY CARD IS VALID
ONLY WHEN SIGNED AND DATED
The Board of Directors
recommends you vote for the following:
|
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For all
|
|
Withhold
All
|
|
For all
except
|
|
To withhold authority to vote for any individual nominee(s),
mark “For all Except” and write the number(s) of the Nominee(s) on the
line below.
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1.
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Election of Directors
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☐
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☐
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☐
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01 Daniel de
Liege 02 Charles F. Sills 03 George D.
Bolton 04 Troy Lorenz
The Board of Directors
recommends you vote for Proposal 2
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2.
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To authorize
an increase in the Company’s authorized capital to 510,000 shares, par
value $0.001.
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For
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Against
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Abstain
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☐
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☐
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☐
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The Board of
Directors recommends you vote for Proposal 3
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3.
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To ratify the selection of Paritz & Co., P.A. as
independent registered public accounting firm of the Company for the
fiscal year ending December 31, 2016
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For
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Against
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Abstain
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☐
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☐
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NOTE:
Such other business as may properly come before the meeting or any
adjournment or postponement thereof.
Please indicate if you plan
to attend this meeting Yes
☐
No
☐
Please sign exactly as your
name(s) appear hereon. When signing as attorney, executor, administrator or
other capacity, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign
in full corporate or partnership name, by an authorized officer.
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Signature
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Date
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Signature
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Date
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Important Notice
Regarding the Availability of Proxy Materials for the Annual Meeting:
The Combined Document is/are
available at
www.proxyvote.com
.
ALLIANCE BIOENERGY PLUS,
INC.
THIS PROXY RELATES TO THE
ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD
JUNE 15, 2016
The undersigned hereby
appoints Daniel de Liege, with full power of substitution, as attorneys and
proxies to vote all shares of Common Stock of Alliance Bioenergy Plus, Inc.
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of Alliance Bioenergy Plus, Inc. (the “Company”) to be held at 2:00 PM (local
time) at the Marriott West Palm Beach, 1001 Okeechobee Blvd., West Palm Beach,
FL 33401 on JUNE 15, 2016 and any postponements, continuations and adjournments
thereof, with all powers which the undersigned would possess if personally
present, upon and in respect of the matters listed on the reverse side and in
accordance with the instructions indicated on the reverse side, with
discretionary authority as to any and all matters that may properly come before
the meeting.
UNLESS A CONTRARY
DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN
PROPOSAL ONE AND FOR PROPOSAL TWO, AS MORE SPECIFICALLY DESCRIBED IN THE PORXY
STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN
ACCORDANCE THEREWITH.
This proxy has been
solicited by and for the benefit of the Board of Directors of the Company. I
understand that I may revoke this proxy only be written instructions to that
effect, signed and date by me, which must be actually received by the Company
prior to the commencement of the Annual Meeting.