Additional Proxy Soliciting Materials (definitive) (defa14a)
November 29 2017 - 6:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a Party other than the Registrant
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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 14a-6(e)(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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CAMBER ENERGY,
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):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities
to which transaction applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary
materials:
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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CAMBER
ENERGY, INC.
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CONTROL
ID:
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REQUEST
ID:
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IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Annual Meeting of Stockholders
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DATE:
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Tuesday,
January 9, 2018
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TIME:
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11:00
a.m. local time
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LOCATION:
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Courtyard
by Marriott at 8615 Broadway Street, San Antonio, Texas 78217
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HOW
TO REQUEST PAPER COPIES OF OUR MATERIALS
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PHONE:
Call
toll free
1-866-752-8683
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FAX:
Send
this card to
202-521-3464
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INTERNET:
https://www.iproxydirect.com/CEI
and follow the on-screen instructions.
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EMAIL:
proxy@iproxydirect.com
Include your Control
ID in your email.
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This
communication represents a notice to access a more complete set of proxy materials available to you on the Internet. We encourage
you to access and review all of the important information contained in the proxy materials before voting. The proxy statement
is available at:
https://www.iproxydirect.com/CEI
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If
you want to receive a paper copy of the proxy materials you must request one. There is no charge to you for requesting a copy.
To facilitate timely delivery please make the request, as instructed above, before december 26, 2017.
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you may enter your voting instructions at
https://www.iproxydirect.com
/
CEI
until 11:59 pm eastern time January 8, 2018.
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The
purposes of this meeting are as follows:
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1.
Electing
three directors to the Company’s Board of Directors (the “Board”),
each to serve a term of one year;
2.
Amending
the Company’s Articles of Incorporation (as amended, the “Articles”) to increase the number of our authorized
shares of common stock from 200,000,000 to 500,000,000;
3.
To
authorize the Board to effect a reverse stock split of our outstanding common stock in a ratio of between one-for-ten
and one-for-fifty, in their sole discretion, without further stockholder approval, by amending the Company’s Articles
of Incorporation, at any time prior to the earlier of (a) the one year anniversary of this annual meeting; and (b) the
date of our 2019 annual meeting of stockholders, provided that all fractional shares as a result of the split shall be
automatically rounded up to the next whole share;
4.
To
approve the issuance of such number of shares of common stock exceeding 19.99% of our outstanding common stock, issuable
upon conversion of the 1,684 shares of Series C Redeemable Convertible Preferred Stock (“Series C Preferred Stock”),
including shares issuable for dividends and conversion premiums thereon sold and agreed to be sold, pursuant to that certain
Stock Purchase Agreement entered into with an institutional investor on October 5, 2017, and to approve the terms of such
October 2017 Stock Purchase Agreement;
5.
Ratifying
the appointment of GBH CPAs, PC as the Company’s independent registered public accounting firm for the fiscal year
ending March 31, 2018;
6.
To
approve the issuance of 120,000 shares of common stock to our former CEO as part of a Severance Agreement and Release;
7.
To
consider and vote upon a proposal to consider and vote on any proposal to authorize our Board, in its discretion, to adjourn
the annual meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies
in favor of the proposals listed above at the time of the annual meeting; and
8.
To
transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
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Pursuant
to Securities and Exchange Commission rules, you are receiving this Notice that the proxy
materials for the Annual meeting are available on the Internet. Follow the instructions
above to view the materials and vote or request printed copies.
The
board of directors has fixed the close of business on November 24, 2017 as the record date for the determination of stockholders
entitled to receive notice of the Annual Meeting and to vote the shares of our common stock, par value $0.001 per share,
they held on that date at the meeting or any postponement or adjournment of the meeting.
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The
Board of Directors recommends that you vote ‘for’ all proposals above.
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Please
note - This is not a Proxy Card - you cannot vote by returning this card
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Camber
Energy, Inc.
SHAREHOLDER
SERVICES
500
Perimeter Park Drive Suite D
Morrisville
NC 27560
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FIRST-CLASS MAIL
US POSTAGE
PAID
RALEIGH NC
PERMIT #
870
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Time
Sensitive shareholder information enclosed
IMPORTANT
SHAREHOLDER INFORMATION
your
vote is important
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