UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No.
1
)
Filed by the Registrant
[X]
|
Filed by a Party other than
the Registrant [ ]
|
|
Check the appropriate
box:
|
|
[ ]
|
|
Preliminary Proxy
Statement
|
[ ]
|
|
Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
|
[X]
|
|
Definitive Proxy
Statement
|
[ ]
|
|
Definitive Additional
Materials
|
[ ]
|
|
Soliciting Material Pursuant to §240.14a-12
|
|
Bakken Resources, Inc.
|
|
|
(Name of Registrant as
Specified In Its Charter)
|
|
|
|
|
|
|
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
|
Payment of Filing Fee (Check
the appropriate box):
|
[X]
|
|
No fee required.
|
[
]
|
|
Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
|
|
|
1)
|
|
Title of each class of
securities to which transaction applies:
|
|
|
|
|
|
|
|
2)
|
|
Aggregate number of securities to
which transaction applies:
|
|
|
|
|
|
|
|
3)
|
|
Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it
was determined):
|
|
|
|
|
|
|
|
4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
5)
|
|
Total fee paid:
|
|
|
|
|
|
[
]
|
|
Fee paid previously
with preliminary materials.
|
|
|
|
[
]
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
|
|
|
|
|
|
|
|
1)
|
|
Amount Previously
Paid:
|
|
|
|
|
|
|
|
2)
|
|
Form, Schedule or Registration
Statement No.:
|
|
|
|
|
|
|
|
3)
|
|
Filing Party:
|
|
|
|
|
|
|
|
4)
|
|
Date Filed:
|
|
|
|
|
|
Explanatory Note
This Amendment to Schedule 14A is filed primarily to correct tabular disclosures originally contained in the beneficial ownership table under the section Security Ownership of Certain Beneficial Owners and Management.
BAKKEN RESOURCES,
INC.
825 Great Northern Boulevard
Expedition Block, Suite 304
Helena,
Montana 59601
PH: (406) 442-9444
NOTICE
OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON TUESDAY, OCTOBER 25, 2016
To our Stockholders:
The 2016 annual meeting of the
stockholders of Bakken Resources, Inc. (the Company, Bakken, we, us, or
our) will be held at
4:00 pm PT
, Silver Legacy Resort,
407
N. Virginia
Street, Reno, Nevada 89501, for the following purposes:
1.
|
|
To elect directors to
hold office until the next annual
meeting until
their respective successors are elected and qualified;
|
|
2.
|
|
To ratify the
appointment of DeCoria, Maichel & Teague, P.S. (DM-T) as the
Companys independent registered public accounting firm for the fiscal
years ending on December 31 of 2016; and
|
|
3.
|
|
To transact such
other business as may properly be brought before the meeting or any
adjournment thereof.
|
The meeting may be adjourned
from time to time and, at any reconvened meeting, action with respect to the
matters specified in this notice may be taken without further notice to
stockholders except as may be required by our bylaws. Stockholders of record at
the close of business on are entitled to notice of, and to vote on, all matters
at the meeting and any reconvened meeting following any adjournments thereof.
A copy of our Annual Report on
Form 10-K for the fiscal year ended December 31, 2015 is also enclosed.
Whether or not you expect
to be present, please sign, date and return the enclosed proxy card in the
enclosed pre-addressed envelope as soon as possible. No postage is required to
return your proxy using the enclosed envelope if mailed from within the United
States.
|
By Order of
the Board of Directors
|
|
|
|
/s/ Dan Anderson
|
|
|
Dan
Anderson
|
|
Chief
Financial Officer
|
October
7
, 2016
BAKKEN RESOURCES,
INC.
825 Great Northern Boulevard
Expedition Block, Suite 304
Helena,
Montana 59601
PH: (406) 442-9444
ANNUAL MEETING
TO BE
HELD ON OCTOBER 25, 2016
PROXY STATEMENT
GENERAL INFORMATION
Bakkens Board of Directors
(the Board or Board of Directors) solicits the included proxy form and
requests that you return it by sending it in the provided pre-paid envelope to
the Companys
transfer agent,
Nevada Agency and
Transfer Company (NATCO), attention Tiffany Baxter, 50 West Liberty Street Suite 880, Reno, Nevada 89501
. This proxy statement pertains to matters to be
voted at the 2016 Annual Meeting of Stockholders (the Annual Meeting). Our
Annual Meeting will be
held at
4:00 p.m. PT on Tuesday, October 25, 2016, at
the Silver Legacy Resort,
407
N. Virginia Street, Reno, Nevada 89501, as well as
any adjournment thereof. References in this proxy statement to the Company,
we, our, and us are to Bakken Resources, Inc.
This proxy statement and the
accompanying proxy are being delivered to stockholders on or about October 7,
2016.
Record Date
Common
Stock
Holders of record of our
shares of common stock, par value $0.001 per share (Common Stock), at the
close of business on September 29, 2016 (the Record Date) are entitled to vote
at the Annual Meeting. There were 56,735,350 shares of Common Stock outstanding
as of the Record Date. Each common stockholder is entitled to one (1) vote for
each share of Common Stock registered in his or her name on the Record
Date.
Preferred
Stock
Holders of record of our
shares of preferred stock, par value $0.001 per share (Preferred Stock), at
the close of business on September 29, 2016 (the Record Date) are entitled to
vote at the Annual Meeting. There were 600,000 shares of Preferred Stock
outstanding as of the Record Date. Each preferred shareholder is entitled to one
hundred (100) votes for each share of Preferred Stock referred in his or her
name on the Record Date.
Quorum
The presence, in person or by
proxy, of the holders of a majority of the outstanding voting shares of our
Common Stock and Preferred
Stock
entitled to vote at the Meeting is necessary to
constitute a quorum. Votes withheld from any nominee for election as a director,
abstentions, and broker "non-votes" are counted as present for purposes of
determining the presence or absence of a quorum for the transaction of business.
A "non-vote" occurs when a nominee holding shares for a beneficial owner votes
on one proposal, but does not vote on another proposal because, in respect of
such other proposal, the nominee does not have discretionary voting power and
has not received instructions from the beneficial owner.
Required
Vote
Common Stock stockholders are
entitled to cast one vote per share on each matter presented for consideration
by the stockholders on a non-cumulative basis. Preferred Stock stockholders are
entitled to cast one hundred votes per share on each matter presented for
consideration by the stockholders on a non-cumulative basis.
Election of
Directors
. The election of
directors by the stockholders shall be determined by a plurality of the votes
cast by stockholders entitled to vote at the Meeting, and votes withheld will
not be counted toward the achievement of a plurality.
2
Ratification of
Auditors
. The affirmative vote of
a majority of the shares entitled to vote on such matter is required for the
ratification of the appointment of the Companys independent
auditors.
The vote on each proposal
submitted to stockholders will be tabulated separately. Abstentions will be
included in the number of shares present and voting on each proposal. Broker
non-votes are not considered and have the practical effect of reducing the
number of affirmative votes required to achieve a majority for such proposal by
reducing the total number of votes from which the majority is
calculated.
A list of stockholders
entitled to vote at the Annual Meeting will be available for examination by any
stockholder for a proper purpose during normal business hours at the executive
offices of the Company for a period of at least 10 calendar days preceding the
Annual Meeting.
Voting by Proxy
All shares represented by a
proxy will be voted, and where a stockholder specifies a choice with respect to
any matter to be acted upon, the shares will be voted in accordance with the
specification so made. If a stockholder does not indicate a choice on the proxy
card, the shares will be voted according to the Boards recommendations
contained in this Proxy Statement. Such recommendations favor electing the
nominated directors and ratifying
DeCoria, Maichel & Teague, P.S.
as the Companys independent registered
public accountants for the 2016 fiscal year, and in the discretion of the proxy
holders on any other matter that comes before the meeting.
If your shares are held by a
broker, a bank, some other stockholder of record, in nominees name, or
otherwise by a person exercising fiduciary powers (typically referred to as
being held in street name), you may receive a separate voting instruction form
with this Proxy Statement. Your broker may vote your shares on the proposal to
ratify our independent auditors, but your broker will not be permitted to vote
your shares with respect to the election of directors unless you provide
instructions as to how to vote your shares. Please note that if your shares are
held of record by a broker, a bank, or a nominee and you wish to vote at the
meeting, you will not be permitted to vote in person unless you first obtain a
proxy issued in your name from your broker, bank, or nominee of record.
Proxy Revocation Procedure
You may revoke your proxy
before it has been exercised. In order to revoke your proxy, you must do so
either by providing a timely and valid revoking proxy or by voting in person at
the Annual Meeting. Providing a timely and valid revoking proxy requires you to
(i) give written notice of such revocation to the Secretary of the Company by
executing and delivering an additional proxy dated later than all of your
previous proxies that have been accepted by the Company, and to (iii) ensure
proper delivery with sufficient time to permit the Secretary of the Company to
include your proxy revocation in the examination and tabulation require before
the vote is taken. Voting in person at the Annual Meeting requires you to (i)
attend the Annual Meeting, and (ii) vote in person. Attendance at the Annual
Meeting will not in and of itself revoke a proxy. You must also vote.
Voting
Results
We will announce preliminary
voting results at the annual meeting. Final results will be reported on a Form
8-K filed with the Securities and Exchange Commission shortly
thereafter.
3
PROPOSAL
ONE
ELECTION OF DIRECTORS
The Board of Directors
The Companys business is
managed under the direction of its Board of Directors. The Board of Directors
has designated as nominees for election to the Board. See Information about
Director Nominees below for profiles of the nominees. After the election of the
directors at the meeting, the Companys Board will have six
directors.
Our directors have a
reputation for integrity, honesty, and adherence to high ethical standards, and
they believe that the nominated individuals should serve as a director because
of the nominees skills and qualifications. The Board believes that electing the
incumbent directors will promote stability and continuity. The Board expects
that such directors will make substantial contributions to the Company by virtue
of their familiarity with, and insight into, the Companys affairs accumulated
during their past experiences.
Each nominee has indicated his
or her willingness to serve as the Board of the Company as a director, but if
any of them should decline or be unable to act as a director, the proxy holders
will vote for the election of another person or persons as the Board of
Directors recommends. The Company has no reason to believe that any nominee will
be unavailable. If, due to circumstances not now foreseen, any of the nominees
named below will not be available for election, the proxies will be voted for
such other person or persons as the Board of Directors may select.
Nominees for Directors
The following persons have
been nominated by the Board of Directors for election to the Board of Directors
at this Annual Meeting:
Name
|
|
|
Age
|
|
Position
|
|
Dan Anderson
|
|
52
|
|
CFO and Director
|
Karen S.
Midtlyng
|
|
58
|
|
Secretary
and Director
|
Herman Landeis
|
|
84
|
|
Director
|
Bill
Baber
|
|
64
|
|
Director
|
Solange Charas
|
|
54
|
|
Director
|
Douglas
Williams
|
|
58
|
|
Director
|
Information about Director
Nominees
Information concerning all
director nominees appears below. Directors are being elected for a period of one
year and thereafter serve until the next annual meeting at which time their
successors are duly elected by the stockholders. Officers and other employees
serve at the will of the board of directors and hold office until their death,
resignation or removal from office.
Dan Anderson
52
, Chief
Financial Officer
. Mr. Anderson
graduated from the Montana College of Mineral Science and Technology in 1986
with a Bachelor of Science degree in Business Administration, Finance and
Accounting. After graduation, Mr. Anderson served as the chief financial officer
of a health care Company and was a partner in a consulting firm. Mr. Anderson
has subsequently received a Masters Degree in Business Administration, a
graduate degree in banking, is a certified business adviser, and is a certified
human resources specialist. Mr. Anderson has owned a number of small businesses
in southwest Montana for more than 20 years. On May 23, 2014, Mr. Anderson was
appointed as the Company's Chief Financial Officer.
4
Karen S. Midtlyng
58
,
Secretary and Director
. Ms.
Midtlyng has an associate degree from the University of Montana, Helena College
of Technology (formerly Helena Vocational Technical Center). From 1978 to 2005,
she was employed by U.S. Geological Survey (USGS), Water Science Center, Helena,
MT. During her 27 years with the
USGS
she was responsible for start to
finish production of several
USGS
scientific reports, fact sheets and
electronic documents and co-authored several
USGS
publications. From 2005 to
2010, she was an independent consultant, providing services for a small business
in the Helena area, where she assisted in the establishment and implementation
of certain business processes.
Herman R. Landeis
84
,
Director
. Mr. Landeis was the
Western Region Tax Manager for Marathon Oil Corporation, based out of Casper,
Wyoming, from 1972 until he retired in 1992. Previously, Mr. Landeis worked as a
professional Draftsman for Marathon Oil Corporation from 1955 until 1972, except
for a two year leave of absence to serve in the Military (Army), where he was
honorably discharged. As a Tax Manager for Marathon Oil Corporation, he was
responsible for and managed a variety of financial matters related to property
tax negotiations, valuation of Company owned assets and property, and conducting
various financial analysis on operations in the Western United States. These
properties included the Interstate Pipeline running from Montana to Missouri,
properties in Alaska, five off-shore platforms and numerous operating oil and
gas properties in the Western United States. Since his retirement in 1992, he
has acted as a consultant to the oil and gas industry related to special
projects involving tax matters, appraisals and valuation of property. Mr.
Landeis received a Certified License as a Professional Appraiser from the
University of Nebraska in 1972.
Bill M. Baber 64,
Director
. Mr. Baber has
more than
37 years
of experience in the field of drilling, completing, operating and maintenance of
oil and gas wells. In addition, Mr. Baber also provides sources and arranges for
the maintenance of oil/gas rigs and other heavy machinery used in drilling
operations. Mr. Baber regularly consults with clients on drilling operations and
regulatory requirements. For the past 15 years, Mr. Baber has conducted his
business through his entity, Bill M. Baber Oil Field Equipment.
Douglas Williams 58,
Director
. Mr. Williams is a
Certified Public Accountant licensed in the State of Montana specializing in
accounting, tax, internal controls, and regulatory compliance. Since graduating
from University of Wyoming with a B.S. in accounting in 1985, Mr. Williams has
overseen or performed such services for public companies, private companies,
non-profits, and governments. Mr. Williams has owned and operated his own
accounting practice in Helena, Montana since 2001. Before starting his own
practice, he held related positions in Laramie, Wyoming. Mr. Williams was an
administrative services director for the City of Laramie for six years, from
1994 to 2000. He was also a manager at Simonsen Mader Tschacher & Company,
the second largest accounting firm in Wyoming, from 1991 to 1994. Before that,
Mr. Williams was a senior staff accountant at McGladrey & Pullen from 1985
to 1991.
Dr. Solange Charas 54,
Director
. Audit Committee Chair -
Dr. Charas has more than 25 years of institutional experience with public and
private companies both as an employee and a board member, particularly in the
areas of corporate governance and human capital. Dr. Charas has served on
various Board committees including audit and compensation committees. Dr. Charas
has expertise in all areas of human capital management for national and global
organizations, specifically in post-merger culture integration, aligning human
capital performance to key economic performance indicators, human capital
analytics, project management, and designing compensation plans. Dr. Charas
serves as an adjunct professor for New York Universitys School of Professional
Studies, and she is currently CEO of Charas Consulting, Inc., a boutique human
resources consulting firm in New York City, as well as the Chief Human Resources
Officer and board member of Integral Board Group, LLC. Her past experiences
include Chief Human Capital Officer for Praetorian Financial Group (now QBE),
National Director of Arthur Andersen, Senior Manager at Ernst & Young,
Manager of International Corporate Compensation for GE Capital Co. Dr. Charas
holds a Ph.D. in Management from Case Western Reserve University, an MBA in
Accounting and Finance from Cornell University, and a B.A. in Political Economy
from UC Berkeley.
Family Relationships
There are no family
relationships between any of the officers and directors.
Vote required
Directors will be elected at
the meeting by a plurality of the votes cast, where each share of Common Stock
will count as one vote on a non-cumulative basis without appraisal rights and
each share of Preferred Stock will count as one hundred votes on a
non-cumulative basis without appraisal rights. Unless a stockholder requests
that voting of the proxy be withheld for any one or more of the nominees for
directors by so directing on the proxy card, the shares represented by the
accompanying proxy will be voted FOR election, as directors, of the
above-mentioned nominees. If any nominee becomes unavailable for any reason
(which event is not anticipated) to serve as a director at the time of the
meeting, then the shares represented by such proxy may be voted for such other
person as may be determined by the holders of such proxy. Directors are to be
elected to hold office until the next annual meeting of stockholders following
their election and until their successors are elected and qualified, or until
their earlier resignation or removal.
5
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR AND SOLICITS PROXIES IN
FAVOR OF THE NOMINEES LISTED ABOVE
(
ITEM 1 ON THE ENCLOSED PROXY
CARD
).
**************************
CORPORATE GOVERNANCE
MATTERS
General
During the year ended December
31, 2015, the Board of Directors met
seven (7)
times and
took no actions by unanimous written consent.
The
Company has
an Audit Committee, and
all functions typically reserved to the compensation committee, and the
corporate governance committee are conducted on behalf of the Company by the
Board. The Company formed an audit committee in December of 2014, but its
chairman resigned from the Board during the first quarter of 2015. Board
members, Dr. Solange Charas and Doug Williams are currently members of the
Companys Audit Committee, and Dr. Charas serves as chair of the Audit
Committee.
Code of Business Conduct
and Ethics
The Company adopted a Code of
Business Conduct and Ethics for Directors, Officers, and Employees, as well as a
Code of Ethics for the CEO and Senior Financial Officers. Copies of these Codes
are filed as Exhibit 14.1 and Exhibit 14.2, respectively, to Form S-1 filed with
the Securities and Exchange Commission on February 26, 2009.
Director
Independence
The Company currently has four
independent directors as determined by its Board of Directors, and three
non-independent directors. In assessing director independence, the Company
follows the criteria of the Nasdaq Stock Market Listing Rule 5605(a)(2). The
Companys current independent directors are Herman R. Landeis, Bill M. Baber,
Solange L. Charas and
Douglas
Williams.
Director Attendance at
Annual Meeting
The Company encourages members
of the Board of Directors to attend annual meetings. Part of that encouragement
consists of a reimbursement policy that reimburses directors for reasonable
out-of-pocket expenses incurred by as a result of attending an annual meeting.
Audit Committee and
Financial Expert
The Company has established an
Audit Committee in December 2014. The current members of the Audit Committee are
Dr. Solange Charas and
Douglas
Williams. Dr. Charas is the chair of the Audit
Committee. Duties of the Audit Committee include recommending a firm of
independent certified public accountants to audit the annual financial
statements; reviewing the independent auditors independence, the financial
statements, and their audit report; and reviewing managements administration of
the system of internal accounting controls. The Company adopted an Audit
Committee Charter which is included in the materials filed with the Companys
Annual Report on Form 10-K for the fiscal year ending December 31, 2016. Mr.
Williams is deemed the financial expert on the Audit Committee.
6
Compensation Committee;
Compensation Committee Interlocks and Insider Participation
The Company does not currently
have a Compensation Committee. Each of the Companys non-management directors
reviews and considers compensation structure for the Companys management on a
yearly basis. Currently, management of the Company consists of one full-time
employee and an independent contractor as the Companys CFO. The Company and the
Board believe that a Compensation Committee is not required at this time given
the limited number of management employees and that matters typically reserved
for Compensation Committee consideration can be effectively and efficiently
handled by the independent Board members. Typically, non-management, independent
directors of the Company review compensation arrangements relating to the
Companys management. In the event of any executive-level employee hire
(excluding the CEO position), non-management directors review proposed
compensation arrangements of such proposed employee and approve material terms
of such arrangements.
None of our current directors
has or had any related person transaction relationship with the Company of a
type that is required to be disclosed under Item 404 of Regulation S-K or our
Related Person Transaction Policy, which is described below under the section of
this proxy statement titled Certain Relationships and Related Transactions.
None of our executive officers serve as a member of the board of directors of
any entity that has one or more executive officers serving as a member of our
Board of Directors.
Our non-employee directors
each receive a yearly stipend of
$10,000
for services to the Company. In
addition,
Board committee members
receive an additional $2,500 per year.
Non-employee directors may also receive stock option grants as compensation for
their services as directors pursuant to individual stock option agreements. We
reimburse our directors reasonable expenses in attending Board meetings.
Director Nomination
Process
The Board of Directors does
not have a nominating committee. The entire Board selects nominees for election
because it can do a more efficient job of overseeing the nomination process than
just our three independent directors. The Board of Directors responsibilities
include among other things: (i) identifying individuals qualified to become
Board members; (ii) recommending to the Board those individuals that should be
nominees for election or re-election to the Board or otherwise appointed to the
Board (with authority for final approval remaining with the Board); and (iii)
developing criteria for evaluating prospective candidates to the
Board.
The Board of Directors may
identify potential Board candidates from a variety of sources, including
recommendations from current directors, management, any other source the Board
deems appropriate. The Board may also engage a search firm or a consultant to
assist it in identifying, screening, and evaluating potential candidates. The
Board has been given sole authority to retain and terminate any such search firm
or consultant.
In considering candidates for
the Board, the Board evaluates the entirety of each candidates credentials. The
Board considers, among other things: (i) business or other relevant experience;
(ii) expertise, skills, and knowledge; (iii) integrity and reputation; (iv) the
extent to which the candidate will enhance the objective of having directors
with diverse viewpoints, backgrounds, expertise, skills, and experience; (v)
willingness and ability to commit sufficient time to Board responsibilities; and
(vi) qualification to serve on specialized Board committees.
Board Leadership Structure
Val M. Holms was terminated by
the Company as its Chief Executive Officer in May 2016, and the Board has not
elected to put forth his
seat for
nomination to the Board. The Company
currently has not specifically designated a lead independent director to replace
him. The independent directors (4 of the 7 current members of the Board) have
both general and specific areas of expertise that complement the Companys
business. Our current independent board consists of an oil field
operator, retired
appraiser, and tax manager of a large oil and gas
company, a
specialist in human capital
and a financial expert with many years of tax experience. A specific Board
member will assume a leading role in any project requiring specific input from a
certain member of the Board, and such Board member will be responsible for
communicating to the management and the rest of the Board any results or
recommendations. The Board intends to carefully evaluate from time to time the
status of the Chief Executive Officer and Chairman positions based on what the
Board believes is best for the Company and its stockholders.
7
Board Oversight of Risk
The Board is actively involved
in the oversight of risks that could affect the Company. The Board as a whole
has responsibility for risk oversight of the Companys risk management policies
and procedures. The Board encourages management to promote a corporate culture
that incorporates risk management into the Companys day-to-day business
operations. The Company conducts periodic comprehensive Board meetings and
encourages informal meetings or calls on an as requested or as needed
basis.
Communications with the
Board of Directors
The Board desires that the
views of stockholders will be heard by the Board, its committees (if any), or
individual directors, as applicable, and that appropriate responses will be
provided to stockholders on a timely basis. The Board believes that informal
communications are currently sufficient to communicate questions, comments, and
observations that could be useful to the Board. However, stockholders wishing to
formally communicate with the Board may send communications directly to the
Company at 825 Great Northern Boulevard, Expedition Block, Suite 304, Helena, MT
59601, Attention: Corporate Secretary. Such communications will be screened by
the Corporate Secretary for appropriateness before either forwarding to or
notifying the members of the Board of receipt of a communication.
Please note that the foregoing
procedure does not apply to (i) stockholder proposals pursuant to Exchange Act
Rule 14a-8 and communications made in connection with such proposals, or (ii)
service of process or any other notice in a legal proceeding. For information
concerning stockholder proposals, see Stockholder Proposals for the
2016
Annual
Meeting on page 12 of this proxy statement.
PROPOSAL
TWO
RATIFICATION OF
APPOINTMENT OF DECORIA, MAICHEL & TEAGUE, P.S. AS THE
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
DeCoria, Maichel & Teague,
P.S. (DM-T) has served as the Companys independent registered public
accounting firm and audited the accounts of the Company since April 20, 2016.
The Audit Committee of the Board of Directors has appointed DM-T as the
independent registered accountants for the fiscal year ending December 31, 2016.
A representative of DM-T is
expected to be available at the Annual Meeting and will have an opportunity to
make a statement if he or she desires. The representative is also expected to be
available to respond to appropriate questions from stockholders.
Fees Billed to the Company
by Auditors during Fiscal Years 2014 and 2015.
DM-T was appointed in April
2016 so there are no fees billed to the Company by DM-T during fiscal years 2014
and 2015. Set forth below is certain information concerning fees billed to us by
DM-T, in respect of services provided in connection with the 2014 and 2015
annual audits.
|
|
2015
|
|
2014
|
Audit
Fees
|
|
$
|
124,560
|
|
$
|
127,743
|
Audit-related Fees
|
|
|
0
|
|
|
42,856
|
Tax
Fees
|
|
|
3,550
|
|
|
0
|
All Other
Fees
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
Total
|
|
$
|
128,110
|
|
$
|
170,599
|
Audit Fees.
For the audit years ended December 31, 2014 and
2015, the aggregate fees billed for professional services rendered for the audit
of our annual financial statements, the review of our financial statements
included in our quarterly reports, and services provided in connection with
regulatory filings were
$124,560 and $170,599
, respectively.
Audit Related Fees.
For the audit years ended
December 31, 2014 and 2015, there were no fees billed for professional services
by our independent auditors for assurance and related services.
Tax Fees.
For the audit years ended December 31, 2014 and
2015, there were no fees billed for services related to tax return preparation
and tax planning.
8
All Other Fees.
For the audit years ended
December 31, 2014 and 2015, there were no fees billed for other professional
services by our independent auditors.
Pre-Approval of Audit and
Non-Audit Services
Section 10A(i) of the
Securities Exchange Act of 1934, as amended, (Exchange Act) prohibits our
auditors from performing audit services for us as well as any services not
considered to be audit services unless such services are pre-approved by the
Audit Committee or unless the services meet certain minimum standards.
Vote
required
The appointment of our auditor
will be deemed ratified if a majority of the shares entitled to vote on this
matter votes in favor of the proposal, even though stockholder approval is not
required. However, the Board of Directors will reconsider the appointment if it
is not approved by stockholders.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE RATIFICATION OF
DECORIA, MAICHEL & TEAGUE, P.S. AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2016
(ITEM 2 ON THE
ENCLOSED PROXY CARD).
**************************
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides
information regarding the compensation earned during fiscal 2015 and 2014 by the
named executive officers of the Company. Other than as set forth below, no
executive officers salary and bonus exceeded $100,000 for the fiscal years 2015
or 2014.
|
|
|
|
|
|
|
Change
in
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
Non-Equity
|
Deferred
|
|
|
Name
and
|
|
|
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All other
|
|
Principal
|
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Val M.
Holms
|
|
|
|
|
|
|
|
|
|
Pres, CEO,
& Dir.
|
2015
|
180,000
|
0
|
0
|
0
|
0
|
-
|
0
|
180,000
|
Val M.
Holms
|
|
|
|
|
|
|
|
|
|
Pres,
CEO, &Dir.
|
2014
|
185,000
|
0
|
0
|
0
|
0
|
-
|
0
|
185,000
|
Narrative Disclosure to
Summary Compensation Table
Mr. Val M. Holms, President
and CEO of the Company was appointed to his executive position on December 1,
2010. Mr. Holms annual salary of $180,000 was agreed to be paid by the Company
pursuant to his Employment Agreement entered into on February 1, 2011. The Board
authorized the extension of Mr. Holms Employment Agreement for an additional
twelve months each subsequent year through the present. During 2015, Mr. Holms
was on a paid leave of absence. Mr. Holms was terminated as CEO of the Company
in May 2016.
9
Outstanding Equity Awards
at Fiscal Year End
There have been no options
awards or equity awards given to any executive officers of the Company since
inception on June 6, 2008, through the fiscal year ended December 31,
2015.
Compensation of
Directors
The table below shows
compensation for our non-employee directors for services as a director of the
Company for the 2015 fiscal year.
|
|
Stock Awards
|
|
Total
|
Name(a)
|
|
($)(b)
|
|
($)
|
Solange
Charas
|
|
$
|
|
|
$
|
5,000
|
Doug
Williams
|
|
$
|
|
|
$
|
3,750
|
Herman
Landeis
|
|
$
|
|
|
$
|
|
Bill
Baber
|
|
$
|
|
|
$
|
|
(a) Our directors receive
yearly stipends of
$10,000
. Audit Committee members are provided a further yearly
stipend of $2,500. Directors are also reimbursed for their actual out-of-pocket
expenses associated with attending meetings and carrying out their obligations
as directors.
Section 16(a) Beneficial
Ownership Reporting Compliance.
Section 16(a) of the Exchange
Act requires the Companys executive officers, directors and persons who
beneficially own more than 10% of the Companys outstanding common stock to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission. Based solely on our review of Forms 3, 4, and 5 furnished
to us and on written representations from certain reporting persons, we believe
that the directors, executive officers, and our greater than 10% beneficial
owners have complied in a timely manner with all applicable filing requirements
for the fiscal year ended December 31, 2015.
Security Ownership of
Certain Beneficial Owners and Management.
The following table presents
information about the beneficial ownership of our common stock on October
4, 2016, held by our directors,
executive officers, and persons known to beneficially own more than 5% of our
capital stock. The percentage of beneficial ownership for the following table is
based on 56,735,350 shares of
Common Stock and 600,000 shares of Preferred Stock
outstanding as of October 4,
2016.
Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and does not necessarily indicate beneficial ownership for any other
purpose. Under these rules, beneficial ownership includes those shares of common
stock over which the stockholder has sole or shared voting or investment power.
It also includes (unless footnoted) shares of common stock that the stockholder
has a right to acquire within 60 days after
October 4, 2016
, through the
exercise of any option, warrant, or other right. The percentage ownership of the
outstanding common stock, however, is based on the assumption, expressly
required by the rules of the Securities and Exchange Commission, that only the
person or entity whose ownership is being reported has converted options or
warrants into shares of our common stock.
|
|
|
|
|
Percent of Outstanding Shares of
|
Name of Beneficial Owner (1)
|
|
Number of Shares
|
|
Voting Stock
2
|
Val M. Holms
-
|
|
|
|
|
|
|
Current
Director
|
|
26,350,000
|
3
|
|
22.6
|
%
|
Dan Anderson
-
|
|
|
|
|
|
|
CFO,
Director and Nominee
|
|
-
|
|
|
-
|
|
Karen S.
Midtlyng -
|
|
|
|
|
|
|
Secretary,
Director and Nominee
|
|
2,250,000
|
4
|
|
1.9
|
%
|
Herman R.
Landeis
|
|
|
|
|
|
|
Director and
Nominee
|
|
250,000
|
5
|
|
*
|
|
Bill M.
Baber
|
|
|
|
|
|
|
Director and
Nominee
|
|
250,000
|
6
|
|
*
|
|
Solange
Charas
|
|
|
|
|
|
|
Director and
Nominee
|
|
-
|
|
|
*
|
|
Doug
Williams
|
|
|
|
|
|
|
Director and
Nominee
|
|
-
|
|
|
*
|
|
Eagle Private Equity
|
|
600,000
|
7
|
|
51.4
|
%
|
10
1.
|
|
As used in this
table, beneficial ownership means the sole or shared power to vote, or
to direct the voting of, a security, or the sole or shared investment
power with respect to a security (i.e., the power to dispose of, or to
direct the disposition of, a security). The address of each person is care
of the Company at 825 Great Northern Boulevard, Expedition
Block.
|
|
2.
|
|
Voting Stock
includes the Companys issued and outstanding Common Stock and Preferred
Stock. Figures are rounded to the nearest tenth of a percent.
|
|
3.
|
|
Includes 26,350,000
shares held directly
|
|
4.
|
|
Includes 2,250,000
shares held directly
|
|
5.
|
|
Includes 250,000
shares held directly
|
|
6.
|
|
Stock options
totaling 250,000 options were granted on March 20, 2012, with 1/3 vesting
immediately and the remaining 2/3 vesting over a 24 month
period.
|
|
|
|
7.
|
|
Preferred Stock with the voting rights as described below under heading "Change in Control
.
"
|
Change in Control
The Company entered into a
transaction with Eagle Private Equity in May 2016 (the Eagle Transaction). The
Eagle Transaction was disclosed in a Current Report on Form 8-K filed with the
SEC on May 10, 2016. In certain instances, triggering events may occur whereby
Eagle may exercise rights to loan the Company up to $1 million and/or convert
such loans into shares of the Companys Series A Preferred Stock. One such
triggering event occurred on July 20, 2016 which resulted in Eagle obtaining
600,000 shares of the Companys Series A Preferred Stock. The 600,000 shares of
the Companys Series A Preferred Stock held by Eagle has the right to vote up to
60 million shares of common stock. The events of July 20, 2016 are described in
the Companys Current Report on Form 8-K filed with the SEC on July 26, 2016.
Except with respect to Company's rights relating to the issuance of preferred stock, we
are unaware of any other
contract, or other arrangement or provision of our Articles or By-laws, the
operation of which may at a subsequent date result in a change of control of the
Company.
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Transactions With Related
Persons
On July 3, 2012, the Company
purchased a 17% working interest in an oil well located in Archer County, Texas
for a price of $68,000 cash from Holms Energy Development Corp. (HEDC). HEDC
is owned by Val Holms, our
former
CEO. HEDC following this transaction retained a 34%
working interest in such oil well. This transaction was reviewed by the
Companys independent directors and approved by our Board, with Mr. Holms
recusing himself from such Board vote. One of our directors, Bill Baber, is
entitled to a 2 percent override payments for compensation in facilitating this
transaction. Mr. Baber has received no actual payments as a result of this
transaction.
11
Policy and Procedures
Governing Related Person Transactions
The Company
has adopted a Related Person Transaction Policy in order to effectuate the requirements of Rule 404 of Regulation S-X. Our Boards independent directors have authorized our audit committee and its chairperson to oversee compliance with our Related Person Transaction Policy in accordance with its terms. The policy is available in full
at the following link to the
Companys website:
www.BakkenResourcesInc.com/Corp_Governance.php
. The material features of
that Policy are:
●
|
We require our directors
and executive officers to report to outside general counsel any potential
conflicts of interest related to transactions in which the Company
participates. Management has established procedures for monitoring
transactions that could be subject to approval or ratification by the
Board;
|
●
|
Any officer, director,
or beneficial owner of more than five percent (5%) of the Company must
inform the Companys outside general counsel if such person wishes to
engage in transactions in which the Company will participate and those
transactions can reasonably be expected to collectively exceed a value of
either $120,000 over the course of two consecutive fiscal years or
one-percent (1%) of the Companys total assets averaged over the same
period (whichever is less);
|
●
|
The Companys outside
general counsel shall review the details regarding such proposed
transactions and be responsible for evaluating the transaction to
determine whether such transaction is reasonably likely to require
consideration by the Boards independent
directors;
|
●
|
Prior to entry into any
such potential related person transaction, management of the Company or
counsel shall prepare either a draft of such transaction documents or
reasonably adequate documentation describing material terms of such
transaction for review by the Board;
|
●
|
The Board, through a
special or scheduled meeting, shall consider the terms of such proposed
transaction and vote to either approve, disapprove, or ratify such
proposed transaction, where the vote of any interested director will not
be counted, though such director will be counted for purposes of
determining a quorum necessary to hold such a Board meeting;
and
|
●
|
Management of the
Company may be authorized to carry out the resolutions of the Board
relating to any potential related person transaction, particularly if such
resolutions impose conditions upon the transaction.
|
OTHER MATTERS
The management of the Company
is not aware of any matter to be acted upon at the Annual Meeting other than the
matters described above. However, if any other matter properly comes before the
Annual Meeting, the proxy holders will vote the proxies thereon in accordance
with their best judgment on such matter.
PROXY SOLICITATION
The Company will pay
reasonable expenses incurred in forwarding proxy material to the beneficial
owners of shares and in obtaining the written instructions of such beneficial
owners. This proxy statement and the accompanying materials, in addition to
being mailed directly to stockholders, will be distributed through brokers,
custodians, nominees and other like parties to beneficial owners of shares of
Common Stock. The Company will bear the expenses of calling and holding the
Annual Meeting and the soliciting of proxies therefor.
The Company may consider the
engagement of a proxy solicitation firm. Our directors, officers and employees
may also solicit proxies by mail, telephone and personal contact. They will not
receive any additional compensation for these activities.
STOCKHOLDER PROPOSALS FOR
2017 ANNUAL MEETING
Stockholders interested in
submitting a proposal for consideration at our 2017 annual meeting must do so by
sending such proposal to Bakken Resources, Inc. at 825 Great Northern Boulevard,
Expedition Block, Suite 304, Helena, MT 59601, Attention: Corporate Secretary.
Under the Security and Exchange Commissions proxy rules, the deadline for
submission of proposals to be included in our proxy materials for the 2017
annual meeting is June 5, 2017. Accordingly, in order for a stockholder proposal
to be considered for inclusion in our proxy materials for the 2017 annual
meeting, any such stockholder proposal must be received by our Corporate
Secretary on or before June 5, 2017 and comply with the stock ownership and
other procedures and requirements set forth in Rule 14a-8 under the Exchange
Act. Any stockholder proposal received after June 5, 2017 will be considered
untimely and will not be included in our proxy materials. Submitting a
stockholder proposal does not guarantee that we will include it in our proxy
statement. Our board of directors will review all stockholder proposals and make
recommendations for actions on such proposals.
12
ANNUAL REPORTS
Our 2015 Annual Report to
Stockholders, which contains our Annual Report on Form 10-K, including its
financial statements for the year ended December 31, 2015, accompanies this
proxy statement. The Companys Annual Report on Form 10-K for the year ended
December 31, 2015 will also be made available, free of charge, to interested
stockholders upon written request to 825 Great Northern Boulevard, Expedition
Block, Suite 304, Helena, MT 59601, Attention: Corporate Secretary, telephone
(406) 442-9444. This and all other Company filings submitted to the Securities
and Exchange Commission are also available for free online at
www.sec.gov/edgar.shtml.
|
BY ORDER OF
THE BOARD OF DIRECTORS
|
|
|
|
/s/ Dan
Anderson
|
|
|
Dan
Anderson
|
|
Chief
Financial Officer
|
October
7
, 2016
13
ANNUAL MEETING OF
STOCKHOLDERS OF BAKKEN RESOURCES, INC.
825 Great Northern Blvd.
Expedition Block, Suite 304
Helena, Montana 59601
PH: (406) 442 9444
October
7
,
2016
TO RETURN YOUR
PROXY
: Please
date, sign and mail your original proxy card in
the envelope provided as soon as possible.
If you cannot mail in your proxy in time for the
Annual Meeting, you may either email the completed and scanned proxy to
tiffany@natco.org
or fax your completed proxy to 775-322-5623
(fax), attention: Tiffany
Baxter
, NATCO. If you email or fax, please be sure
to also mail in the original proxy for our records.
|
Where to Mail Your Proxy
Nevada Agency and Transfer Company (NATCO)
Attn
: Tiffany Baxter, Transfer Agent Manager
50 West Liberty Street, Suite 880
Reno, Nevada 89501
|
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby
appoints Dan Anderson or Karen Midtlyng, or either of them, with full power of
substitution, as proxies to vote at the Annual Meeting of Stockholders of Bakken
Resources, Inc. (the Company) to be held
on October 25, 2016
at the
Silver Legacy Resort 407 N Virginia Street Reno, Nevada 89501
at 4:00 P.M.
Pacific Time, and at any adjournment or postponements thereof, hereby revoking
any proxies heretofore given, all shares of common stock of the Company held or
owned by the undersigned as directed on the reverse side, and, in their
discretion, upon such other matters as may come before the meeting.
If any other business may
properly come before the meeting, or if cumulative voting is required, the
proxies are authorized to vote in their discretion, provided that they will not
vote in the election of directors for any nominee(s) for whom authority to vote
has been withheld.
ANNUAL MEETING OF
STOCKHOLDERS OF
BAKKEN
RESOURCES, INC.
October 25,
2016
TO RETURN YOUR
PROXY
: Please
date, sign and mail your original proxy card in
the envelope provided as soon as possible.
If you cannot mail in your proxy in time for the
Annual Meeting you may either email the completed and scanned proxy to
tiffany@natco.org
or fax your completed proxy to 775-322-5623
(fax), attention: Tiffany
Baxter
, NATCO. If you choose to email or fax, please
be sure to also mail in the original proxy for our records.
PLEASE MARK YOUR VOTE IN
BLUE OR BLACK INK AS SHOWN HERE [X]
1. Election of
Directors
|
|
NOMINEES:
|
|
|
[ ]
|
FOR ALL
NOMINEES
|
|
[ ]
|
Dan
Anderson
|
|
|
|
[ ]
|
Karen S.
Midtlyng
|
[ ]
|
WITHHOLD
AUTHORITY
|
|
[ ]
|
Herman R.
Landeis
|
|
FOR ALL
NOMINEES
|
|
[ ]
|
Bill M.
Baber
|
|
|
|
[ ]
|
Solange
Charas
|
|
|
|
[ ]
|
Doug
Williams
|
|
[ ]
|
FOR ALL
EXCEPT
|
|
|
|
|
(See
instructions below)
|
|
|
|
NOTE
: To withhold authority to vote for any individual
nominee(s), mark
FOR ALL
EXCEPT
and fill in the box next
to each nominee you wish to withhold your vote, as shown here: [X]
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
|
|
2.
|
Ratification
of the appointment of DeCoria, Maichel & Teague, P.S. as the Companys
independent registered public accounting firm for the fiscal year ending
December 31, 2016
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
This proxy, when properly
executed, will be voted as directed herein by the undersigned stockholder. If no
direction is indicated, the proxy will be voted for the election of directors
and for approval of proposal 2.
Printed
Name
|
|
Certificate
Number (s):
|
|
Exactly As
It
|
|
|
|
Appears On
Stock
|
|
|
|
Certificate:
|
|
Total Number of Shares
|
|
|
|
Held:
|
|
|
|
|
|
Signature
of
|
|
|
Date:
|
Stockholder:
|
|
|
|
|
|
|
|
|
Title (if any):
|
|
|
Signature
of
|
|
|
Date:
|
Stockholder:
|
|
|
|
|
.
|
|
|
|
Title (if any):
|
|
|
Note:
Please sign exactly as your name or names appear
on this Proxy. When shares are held jointly, each holder must sign. When signing
as executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name
by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.