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 ☐
Check the appropriate box:
☒Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
☐Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to Sec.240.14a-11(c) or
Sec.240.14a-12
Clean Coal Technologies, Inc.
(Name of Registrant as Specified in Charter)
n/a
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and O-11.
(1) Title of each class of securities to which transaction applies:
n/a
(2) Aggregate number of Securities to which transaction applies:
n/a
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined): n/a
(4) Proposed maximum aggregate value of transaction: n/a
(5) Total fee paid: n/a
☐ Fee paid previously by written 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 of the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid: n/a
(2) Form, Schedule or Registration Statement No.: n/a
(3) Filing: n/a
(4) Date: n/a
CLEAN COAL TECHNOLOGIES, INC.
295 Madison Avenue (12th Floor)
New York, NY 10017
May __, 2022
To Our Stockholders:
You are cordially invited to join the 2022 Special Meeting of
Stockholders of Clean Coal Technologies, Inc.(the “Special
Meeting”) to be held at the Marriott Hotel, 243 Tresser Blvd,
Stamford, CT 06901, on June 01, 2022 at 10:00 a.m., Eastern Time.
For directions to attend the meeting and vote in person, please
visit our proxy website at https://www.proxyvote.com or call
1800-690-6903
The attached Notice of Special Meeting and Proxy Statement describe
the matter proposed by the Board of Directors to be considered and
voted upon by our stockholders at the Special Meeting.
For the Special Meeting, we are taking advantage of the Securities
and Exchange Commission’s Notice and Access proxy rule, which
allows companies to furnish proxy materials via the internet as an
alternative to the traditional approach of mailing a printed set to
each stockholder. We believe this approach provides you, as our
stockholders, the proxy materials you need while reducing printing
and postage costs associated with delivery and reducing the
environmental impact of the Special Meeting. In accordance with
these rules, we have sent a Notice of Internet Availability to our
stockholders who have not previously elected to receive a printed
set of proxy materials. The Notice of Internet Availability
contains instructions on how to access our proxy statement and
annual report, as well as how to vote online, by telephone, or in
person at the Special Meeting.
Your vote is important. Whether you own relatively few or a large
number of shares of our stock, it is important that your shares be
represented and voted at the Special Meeting.
PLEASE VOTE YOUR SHARES ONLINE OR, IF YOU REQUESTED AND RECEIVED
A PRINTED SET OF PROXY MATERIALS BY MAIL, BY RETURNING THE
ACCOMPANYING PROXY CARD. FURTHER INSTRUCTIONS ON HOW TO VOTE YOUR
SHARES CAN BE FOUND IN OUR PROXY STATEMENT.
Thank you for your support of our company.
/s/Robin Eves
Robin Eves, President and Chief Executive Officer
New York, New York
DATED: May 10, 2022
CLEAN COAL TECHNOLOGIES, INC.
295 Madison Avenue (12th Floor)
New York, NY 10017
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 01, 2022
TO THE STOCKHOLDERS OF CLEAN COAL TECHNOLOGIES, INC.:
The 2022 Special Meeting of the Stockholders (the “Special
Meeting”) of Clean Coal Technologies, Inc. (the “Company,” “we,”
“us” or “our”) will be held at the Marriott Hotel, 243 Tresser
Blvd, Stamford, CT 06901, on _Wednesday, June 01, 2022 at 10:00 am,
Eastern Time, to:
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1.
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Grant the Board of Directors the authority to amend the Company’s
Articles of Incorporation to effect a reverse stock split of the
Company’s common stock at the ratio of 1 for 100; and
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2.
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Transact such other business as may properly come before the
meeting or any adjournment thereof.
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The foregoing matters are described in more detail in the
accompanying Proxy Statement.
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 the
stockholders, unless required by applicable law or the bylaws of
the Company.
Stockholders of record of Common Stock at the close of business on
April 29, 2022, are entitled to notice of, and to vote at, the
meeting. A list of such shareholders will be available at the
meeting and at the Company's principal corporate office, 295
Madison Avenue (12th Floor),
New York, NY 10017, for ten days before the meeting.
If your shares are held in a brokerage account or by another
nominee, you are considered the beneficial owner of shares held in
street name. As the beneficial owner, you have the right to direct
your broker, trustee or nominee how to vote, and you should follow
the instructions provided by your bank, broker or nominee when
voting shares held in street name. If your broker, trustee or
nominee has not enclosed or provided voting instructions for you to
use in directing the broker, trustee or nominee how to vote your
shares, or how to revoke a prior vote, you should contact your
broker, trustee or nominee in order to obtain these
instructions.
All stockholders are cordially invited to attend the 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 bring to the meeting a proxy
issued in your name by the record holder
For the Special Meeting, instead of mailing a printed copy of our
proxy materials (including our annual report) to each stockholder
of record, we are providing access to these materials via the
Internet. Accordingly, on May ___, 2022, we will begin mailing a
Notice of Internet Availability of Proxy Materials (the “Notice”)
to all stockholders of record as of April 29, 2022, and post our
proxy materials on the website as described in the Notice. As
explained in greater detail in the Notice, all stockholders may
access our proxy materials on our website or may request a printed
set of our proxy materials. In addition, the Notice and website
provide information on how to request all future proxy materials in
printed form or electronically.
YOUR VOTE IS IMPORTANT. IF YOU ARE UNABLE TO ATTEND IN PERSON AND
WISH TO HAVE YOUR SHARES VOTED, PLEASE VOTE AS SOON AS POSSIBLE,
WHETHER ONLINE, BY TELEPHONE OR BY RETURNING A PROXY CARD SENT TO
YOU IN RESPONSE TO YOUR REQUEST FOR PRINTED PROXY MATERIALS.
CLEAN COAL TECHNOLOGIES, INC.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Robin Eves
Robin Eves, President and Chief Executive Officer
New York, New York
DATED: May , 2022
CLEAN COAL TECHNOLOGIES, INC.
295 Madison Avenue (12th Floor)
New York, NY 10017
PROXY STATEMENT
This proxy statement is furnished to stockholders of Clean Coal
Technologies, Inc. (the “Company,” “we,” “us” or “our”) in
connection with the solicitation of proxies on behalf of the
management of the Company, to be voted at the 2022 Special Meeting
of the Stockholders (the “Special Meeting”) to be held at the
Marriott Hotel, 243 Tresser Blvd, Stamford, CT 06901, on Wednesday
June 01, 2022, at 10:00 am, Eastern Time. The enclosed proxy, when
properly executed and returned in a timely manner, will be voted at
the Special Meeting in accordance with the directions set forth
thereon. If no instructions are indicated on the enclosed proxy, at
the Special Meeting the proxy will be voted affirmatively to:
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1.
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Grant the Board of Directors the authority to amend the Company’s
Articles of Incorporation to effect a reverse stock split of the
Company’s common stock at the ratio of 1 for 100; and
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2.
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Transact such other business as may properly come before the
meeting or any adjournment thereof.
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What am I voting on?
You are being asked to grant the Board of Directors the authority
to amend the Company’s Articles of Incorporation to effect a
reverse stock split of the Company’s common stock at the ratio of 1
for 100.
Why are we recommending that shareholders approve this
proposal?
This proposal is a vital part of our strategy to execute a complete
restructuring of Clean Coal Technologies, Inc. business and enable
us to continue as a going concern. We are currently engaged in an
intensive effort to finalize funding for completion of the test
facility in Wyoming, include additional technologies under the
company umbrella to diversify technology risk and also widen and
deepen stockholder and investor base and finally restructuring our
balance sheet. which will facilitate a potential up-listing to
Nasdaq later this year. These actions will not be successful
without the necessary votes to execute the stock reverse split. If
the reverse stock split is not approved, it is expected that our
principal lender and affiliated persons which is owed approximately
$18,000,000 as of May_10, 2022 will foreclose on the Company’s
assets, including its intellectual property. If approved, we
anticipate that the lender will convert all or a substantial
portion of the debt into shares of our common stock. This will
result in substantial dilution to our stockholders as will any
business combination transactions or securities offerings that we
may enter into in the future but this will allow the Company to
clean up its balance sheet and pursue potential acquisitions. The
Company does not presently have any letters of intent or agreements
in place respecting any acquisitions or offferings.
The current capitalization table for the Company is:
Authorized Shares |
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500,000,000 |
Issued Shares |
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499,829,763 |
The Company is unable to entertain corporate acquisitions, raise
any additional funds or enter into other transactions requiring the
issuance of common stock without addressing the present lack of
authorized shares.
In the 2021 Annual Shareholder Meeting held on December 28, 2021
the shareholders voted in the following manner for proposal no.5 to
amend the Company’s Articles of Incorporation to effect a reverse
stock split of the Company’s common stock at a specific ratio
within a range of from 1 for 25 to 1 for 100 and to grant
authorization to the Board of Directors to determine, at its
discretion, the timing and the specific ratio of the reverse
split;
For |
Against |
Abstentions |
187,496,695 |
22,363,975 |
15,118,935 |
Despite 89% of the votes cast being voted in favor of the
proposal,, the votes received did not equal more than 50% of the
number of shares issued and outstanding and eligible to vote on the
proposal and consequently, the proposal was not passed. As the
required number of votes in favor of the reverse split approval
were not obtained in connection with the Annual Meeting, the
Company has determined to hold a special meeting whereby
stockholders can vote on the new reverse split proposal. There is
no guarantee that even if the reverse stock split is approved, that
the Company will be able to continue to operate as a going concern.
Management is expecting to implement the reverse stock split, if
approved, , on or before June 18, 2022.
The enclosed proxy, even though executed and returned to the
Company, may be revoked by the stockholder at any time before it is
voted, either by giving a written notice mailed or delivered to the
secretary of the Company, by submitting a new proxy bearing a later
date, or by voting in person at the Special Meeting. If the proxy
is returned to the Company without specific direction, the proxy
will be voted in accordance with the Board of Directors’
recommendations as set forth herein.
The entire expense of this proxy solicitation, estimated at
$30,000, will be borne by the Company. In addition to this
solicitation, in order to ensure that a quorum is represented at
the Special Meeting, officers, directors, and regular employees of
the Company, who will receive no extra compensation for such
services, may solicit proxies by mail, telephone, or in person.
Only stockholders of record at the close of business on April 29,
2022 (the “Record Date”), are entitled to vote at the Special
Meeting. Each stockholder has the right to one vote for each share
of the Company’s common stock owned. Cumulative voting is not
provided for.
Management encourages all stockholders to attend the Special
Meeting in person. All holders of the Company’s common stock
(whether or not they expect to attend the Special Meeting) are
requested to complete, sign, date and promptly return the proxy
form enclosed with this Notice. Holders of more than 50% of the
Company’s 499,829,763 issued and outstanding shares of common stock
must be represented at the Special Meeting to constitute a quorum
for conducting business.
For the Special Meeting, instead of mailing a printed copy of our
proxy materials (including our annual report) to each stockholder
of record, we are providing access to these materials via the
internet. Accordingly, on or about May __ 2022, we will begin
mailing the Notice of Internet Availability of Proxy Materials to
all stockholders of record as of the Record Date, and post our
proxy materials on the website as described in the Notice of
Internet Availability of Proxy Materials. As explained in greater
detail in the Notice of Internet Availability of Proxy Materials,
all stockholders may access our proxy materials on our website or
may request a printed set of our proxy materials. In addition, the
Notice of Internet Availability of Proxy Materials and website
provide information on how to request to receive all future proxy
materials in printed form or electronically.
IMPORTANT
If your shares are held in the name of a brokerage firm,
nominee, or other institution, you are considered the beneficial
owner of shares held in street name. As the beneficial owner, you
have the right to direct your broker, nominee or other institution
how to vote your shares. However, since you are not the stockholder
of record, you may not vote your shares in person at the Special
Meeting unless you bring with you a legal proxy from the
stockholder of record. Please promptly contact the person
responsible for your account and give instructions for your shares
to be voted.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND
VOTING
Why am I receiving these proxy materials?
You are receiving these proxy materials because you owned shares of
common stock of our company, Clean Coal Technologies, Inc. (the
“Company”), at the close of business on April 29, 2022 (the “Record
Date”), and, therefore, are eligible to vote at the Company’s 2022
Special Meeting of stockholders (the “Special Meeting”). Our Board
of Directors (the “Board”) is soliciting your proxy to vote at the
Special Meeting.
Why did I receive the one-page Notice of Internet Availability
of Proxy Materials?
Since we are providing proxy materials to you primarily via the
Internet, instead of mailing printed copies to each owner of our
common stock, you received a one-page Notice of Internet
Availability of Proxy Materials. The Notice of Internet
Availability of Proxy Materials will be mailed to stockholders on
or about May ___, 2022. The Notice directs you to a website where
you can view our proxy materials, including the proxy statement and
our annual report, and cast your vote. If you would like to obtain
a paper copy of the proxy materials, including our annual report,
please follow the instructions on the Notice of Internet
Availability of Proxy Materials.
On what matters will I be voting?
At the Special Meeting, our stockholders will be asked to vote to
(1) Grant the Board of Directors the authority to amend the
Company’s Articles of Incorporation to effect a reverse stock split
of the Company’s common stock at the ratio of 1 for 100;
The Board does not know of any matters to be presented at the
Special Meeting other than the one described in this proxy
statement. However, if any other matters properly come before the
meeting or any adjournment thereof, it is the intention of the
persons named in the enclosed proxy to vote the shares represented
by them in accordance with their best judgment.
Where and when will the meeting be held?
The Special Meeting will be held at the Marriott Hotel, 243 Tresser
Blvd, Stamford, CT 06901, on Wednesday, June 01, 2022, at 10:00 am,
Eastern Time.
How can I obtain directions to the meeting?
For directions to the location of the Special Meeting, please visit
our proxy website at https://www.proxyvote.com call
1800-690-6903.
Who is soliciting my proxy?
Our Board is soliciting your proxy to vote at the Special Meeting.
By completing and returning a proxy card, you are authorizing the
proxy holder to vote your shares at the Special Meeting as you have
instructed.
How many votes may I cast?
Each holder of common stock is entitled to one vote, in person or
by proxy, for each share of our common stock held of record on the
Record Date.
How many votes can be cast by all stockholders?
We have one class of voting stock, common stock. As of the Record
Date, we had 499,829,763 shares of common stock outstanding, each
of which is entitled to one vote.
How many votes must be cast in favor of the reverse stock split
for it to be approved?
Approval of the reverse split proposal requires the affirmative
vote of the holders of a majority in voting power of the
outstanding common stock as of the record Date which means
that at least 249,914,882 shares of common stock must be voted in
favor of the reverse split proposal for it to be approved.
How many shares must be present to hold the meeting?
Our bylaws provide that a majority (>50%) of the total number of
shares of common stock outstanding constitutes a quorum and must be
present to conduct business at a meeting of our stockholders.
What is the difference between holding shares as a stockholder
of record and as a beneficial owner?
If your shares are registered directly in your name with our
transfer agent, Worldwide Stock Transfer Company, you are
considered, with respect to those shares, the “stockholder of
record.” The Notice of Internet Availability of Proxy Materials
will be sent directly to you by us.
If your shares are held in a stock brokerage account or by a bank
or other nominee, you are considered the “beneficial owner” of
shares held in “street name.” The Notice of Internet Availability
of Proxy Materials will be forwarded to you by your broker, bank,
or company appointed designee. As the beneficial owner, you have
the right to direct your broker, bank, or company appointed
designee on how to vote your shares by following their instructions
which are included with this proxy, if applicable.
Can my shares be voted if I do not return the proxy card and do
not attend the meeting in person?
If you hold shares in street name and you do not provide voting
instructions to your broker, bank, or nominee, your shares will not
be voted on any proposal for which your broker does not have
discretionary authority to vote (a “broker non-vote”). Brokers
generally have discretionary authority to vote shares held in
street name on “routine” matters but not on “non-routine” matters.
Proposal No.1 is considered “non routine” so will require your
vote.
If you do not vote the shares held in your name, your shares will
not be voted. However, the Company may vote your shares if you have
returned a blank or incomplete proxy card (see “What happens if I
return a proxy card without instructions?” below regarding record
holders).
Proposal 1: Grant the Board of Directors the authority to amend
the Company’s Articles of Incorporation to effect a reverse
split of the Company’s common stock at the ratio of 1 for
100
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The affirmative vote of stockholders owning a majority of the
Company’s issued and outstanding common stock is required to
approve this proposal.
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With respect to any matter that is properly brought before the
meeting, the inspector of elections will treat abstentions as
unvoted.
How do I vote?
You may vote using any of the following methods:
Internet, Telephone or Mail:
You may vote your shares by internet, telephone, or return mail by
following the instructions on the Notice of Internet Availability
of Proxy Materials, or by requesting a full set of printed
materials at no charge including a proxy card.
In person at the Special Meeting:
You may vote in person at the Special Meeting, either by attending
the meeting yourself or authorizing a representative to attend the
meeting on your behalf. You may also execute a proper proxy
designating that person. If you are a street holder of shares, you
must obtain a proxy from your broker, bank, or nominee naming you
as the proxy holder and present it to the inspector of elections
with your ballot when you vote at the Special Meeting.
Once I deliver my proxy, can I revoke or change my vote?
Yes. You may revoke or change your proxy at any time before it is
voted by giving a written revocation notice to our corporate
secretary, by delivering a proxy with a later date, or by voting in
person at the meeting.
Who pays for soliciting proxies?
We are paying for all costs of soliciting proxies. Our directors,
officers, and employees may request the return of proxies by mail,
telephone, Internet, telefax, telegram, or personal interview. We
are also requesting that banks, brokerage houses, and other
nominees or fiduciaries forward the soliciting material to their
principals and that they obtain authorization for the execution of
proxies. We will reimburse them for their expenses.
Could other matters be considered and voted upon at the Special
Meeting?
Our Board does not expect to bring any other matter before the
Special Meeting and is not aware of any other matter that may be
considered at the Special Meeting. However, if any other matter
does properly come before the meeting, the proxy holders will vote
the proxies as the Board may recommend.
What happens if the meeting is postponed or adjourned?
Your proxy will still be good and may be voted at the postponed or
adjourned meeting. You will still be able to change or revoke your
proxy at any time until it is voted.
How can I contact the Company to request materials or
information referred to in these Questions and Answers?
By mail addressed to: Clean Coal Technologies, Inc., 295 Madison
Avenue (12th Floor), New York, NY 10017, Attn: Aiden Neary. By
telephone, (646) 727 -4847 or by email,
aneary@cleancoaltechnologiesinc.com.
PROPOSAL NO. 1
GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO AMEND THE COMPANYS
ARTICLES OF INCORPORATION TO EFFECT
A REVERSE SPLIT OF THE COMPANYS COMMON STOCK AT THE RATIO OF
1:100
In accordance with SEC proxy rules, state of Nevada rules and the
Company’s bylaws we are seeking shareholder approval for an
Amendment to the Company’s Articles of Incorporation to effect a
reverse stock split of the Company’s common stock in a ratio of 1
for 100.
The amendments will not change the number of authorized shares of
common stock, or the relative voting power of our stockholders.
Because the number of authorized shares will not be reduced, the
number of authorized but unissued shares of our common stock will
materially increase and will be available for reissuance by the
Company. The reverse stock split, if effected, would affect all of
our holders of common stock uniformly.
The Board of Directors unanimously approved, and recommended
seeking shareholder approval of this reverse split proposal, on May
10, 2022.
Although a reverse stock split would not have any dilutive effect
on our stockholders, a reverse stock split without a reduction in
the number of shares authorized for issuance would reduce the
proportion of shares owned by our stockholders relative to the
number of shares authorized for issuance, giving our Board of
Directors an effective increase in the authorized shares available
for issuance, in its discretion. Our Board of Directors from time
to time may deem it to be in the best interests of the Company and
our stockholders to enter into transactions and other ventures that
may include the issuance of shares of our Common Stock. If our
Board authorizes the issuance of additional shares subsequent to
the reverse stock split described above, the dilution to the
ownership interest of our existing stockholders may be greater than
would occur had the reverse stock split not been effected.
No fractional shares will be issued in connection with the reverse
stock split. Shareholders of record who otherwise would be entitled
to receive fractional shares will be entitled to a full share for
any fractional share they are owed.
Our stockholders are not entitled to appraisal rights with respect
to the reverse stock split and we will not independently provide
stockholders with any such right.
Our directors and executive officers have no substantial interests,
directly or indirectly, in the matters set forth in this reverse
split proposal except to the extent of their ownership of shares of
our common stock.
Vote Required
Amendments to Articles of Incorporation require shareholder
approval of greater than 50% of the total issued and outstanding
shares.
Board Recommendation
The Board of Directors recommends a vote “FOR” the
proposal to grant the Board of Directors the authority to amend the
Company’s Articles of Incorporation to effect a reverse
split of the Company’s common stock at the ratio of 1 for
100.
EXECUTIVE OFFICERS
The following sets forth certain information regarding our named
executive officers:
Name
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Age
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Position
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Held Since
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Robin T. Eves
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71
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CEO, President, Director
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August 2010
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Aiden Neary
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50
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COO, CFO, Director
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November, 2013
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
At this time, we do not have a compensation committee or a fully
developed compensation policy. We have only two executive officers,
our CEO and president, our Chief Operations Officer / Chief
Financial Officer. Their employment agreements were negotiated by
the board of directors with the terms based on the board’s
assessment of their qualifications and requirements.
We anticipate establishing a compensation committee sometime in the
next 12 months. The following Compensation Discussion and Analysis
describes prospectively the expected duties, responsibilities and
role of our future Compensation Committee as well as the material
elements of our planned compensation for our future executive
officers. The information below provides the description of
compensation policies that we intend to make applicable to
executive officers and other highly compensated individuals under
employment and/or consulting arrangements in the future.
Planned Objectives of Our Compensation Program
The primary objective of our compensation program, including our
executive compensation program, will be to maintain a compensation
program that will fairly compensate our executives and employees,
attract and retain qualified executives and employees who are able
to contribute to our long term success, encourage performance
consistent with clearly defined corporate goals and align our
executives’ long term interests with those of our stockholders. To
that end, our future compensation practices will be intended
to:
1. Tie total compensation to the Company’s performance and
individual performance in achieving financial and non-financial
objectives; and
2. Align senior management’s interests with stockholders’ interests
through long term equity incentive compensation.
Expected Role of the Compensation Committee
The Compensation Committee, once formed, will determine the
compensation of our Chief Executive Officer and, in consultation
with the Chief Executive Officer, and our other executive officers.
In addition, the Compensation Committee will be responsible for
adopting, reviewing and administering our compensation policies and
programs, including any cash bonus incentive plan or equity
incentive plan that we may adopt. We anticipate that our
Compensation Committee will adhere to a compensation philosophy
that (i) seeks to attract and retain qualified executives who will
add to the long term success of the Company, (ii) promotes the
achievement of operational and strategic objectives, and (iii)
compensates executives commensurate with each executive’s level of
performance, level of responsibility and overall contribution to
the success of the Company.
In determining the compensation of our Chief Executive Officer and
our other executive officers, the Compensation Committee expects to
consider the financial condition and operational performance of the
Company during the prior year. In determining the compensation for
executive officers other than the Chief Executive Officer, the
Compensation Committee plans to consider the recommendations of the
Chief Executive Officer.
The Compensation Committee will review the compensation practices
of other companies, based in part on market survey data and other
statistical data relating to executive compensation obtained
through industry publications and other sources. The Compensation
Committee does not intend to benchmark the Company’s compensation
program directly with other publicly traded companies or other
companies with which we may compete for potential executives since
some of these competitors are privately held companies for which
executive compensation information may not be available. However,
the Compensation Committee intends to compare our executive
compensation program as a whole with the programs of other
companies for which survey data is available, and will also compare
the pay of individual executives if the jobs are sufficiently
similar to make the comparison meaningful. The Compensation
Committee plans to use such survey data primarily to ensure that
our executive compensation program as a whole will be
competitive.
Components of Future Executive Compensation
We anticipate that our future executive employment agreements will
provide that employees will be compensated by salary and bonus,
with bonuses potentially including cash and equity components. The
specific elements of the future compensation program are not
determined but will most likely include base salary, an annual cash
performance bonus and long term equity incentives. Our compensation
program will be designed to provide our executives with incentives
to achieve our short and long term performance goals and to pay
competitive base salaries. Each executive officer’s current and
prior compensation will be considered in setting future
compensation.
In addition, we expect employment agreements with our executive
officers to provide for other benefits, including potential
payments upon termination of employment. Once established, the
compensation committee will consider all of the above components in
determining the exact makeup of the total executive compensation
package as well as the factors to be applied in establishing each
component.
Perquisites and Other Benefits
At this time, we do not expect to provide perquisites or personal
benefits to future executive officers, other than the payment of
health insurance premiums and payment of life insurance
premiums.
Employment Agreements
We signed two year employment agreements effective July 1, 2020,
with Robin Eves, as Chief Executive Officer and President, and
Aiden Neary as Chief Operating Officer. Mr. Eves will receive an
annual salary of $525,000. Mr. Neary will receive an annual salary
of $500,000. Each officer was granted a signing bonus of 750,000
shares of the Company’s restricted common stock upon execution of
the agreements which has not yet been issued In addition, each
officer will be granted an award of 750,000 shares following the
first year of the contract on July 1, 2021 which has also not yet
been issued.
The above employment agreements include provisions for
participation in employee benefit programs if the Company adopts
such programs during the term of the agreements. The agreements
also include certain anti-takeover provisions that would require
payment of annual salary as well as immediate vesting of all equity
compensation if an entity acquiring the Company did not offer
comparable positions to each officer.
Neither Mr. Eves, nor Mr. Neary is compensated for their
contributions to the Board of Directors.
We have not entered into employment agreements with any other
officers, directors, or any other persons but may do so during the
current fiscal year as we expand operations.
Other Key Employees and Consultants
We have no other employment agreements in place.
Employee Benefits
When we have adequate financing, we intend to offer employee health
insurance benefits coverage to provide our workforce with a
reasonable level of financial support in the event of illness or
injury. It is our intention to offer health insurance benefits to
all full time employees, including executive officers.
Accounting Matters
We have adopted the provisions of ACS 718 Compensation – Stock
Compensation which requires the fair value of options to be
recorded as compensation cost in the consolidated financial
statements. Options in our compensation packages result in
additional compensation costs being recognized.
Stock Ownership Requirements
The Board of Directors has encouraged its members to acquire and
maintain stock in the Company to link the interests of such persons
to the stockholders. However, the Board of Directors has not
established stock ownership guidelines for members of the Board of
Directors or the executive officers.
The Company has not adopted any other bonus, profit sharing, or
deferred compensation plan.
The following table sets forth, for the last two years, the dollar
value of all cash and non-cash compensation earned by the Company’s
named executive officers.
SUMMARY COMPENSATION TABLE
Officers Name &
Principal Position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
($)
|
|
|
Option Awards
($)
|
|
|
All Other
Compensation ($)
|
|
|
Total
($)
|
|
Robin Eves, Pres and CEO (1)
|
|
2021
|
|
|
525,000
|
|
|
|
|
|
|
|
1,050,000
|
|
|
|
|
|
|
|
-
|
|
|
|
1,575,000
|
|
|
|
2020
|
|
|
525,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
525,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aiden Neary, CFO (1)
|
|
2021
|
|
|
500,000
|
|
|
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
1,500,000
|
|
|
|
2020
|
|
|
500,000
|
|
|
|
|
|
|
|
0
|
|
|
|
-
|
|
|
|
-
|
|
|
|
500,000
|
|
(1) In July 2020 Mr. Eves and Mr. Neary signed a two year
employment contract where 750,000 common shares were awarded but
not yet issued upon signing the agreement and an additional 750,000
shares were awarded on July 1, 2021 on the one year anniversary of
the contract which have also not yet been issued.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table shows grants of stock options and grants of
unvested stock awards outstanding on the last day of the fiscal
year ended December 31, 2021, to each of the executive officers
named in the Summary Compensation Table.
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
|
|
Market Value
of Shares
or Units
of Stock
That Have
Not Vested
($)
|
|
Robin Eves
|
|
|
285,714
|
|
|
|
|
|
|
$
|
1.05
|
|
8/1/2020
|
|
|
555
|
|
|
|
0.00
|
|
DIRECTOR COMPENSATION
Name
|
|
Year
|
|
Fees Earned or
Paid in Cash
($)
|
|
|
Stock Awards
($)
|
|
|
Option Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Non Qualified
Deferred
Compensation
Earnings
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
Robin Eves
|
|
2021
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Aiden Neary
|
|
2021
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Thomas Shreve
|
|
2021
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
All director fees have been accrued
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following table sets forth information, as of April 29, 2022,
with respect to each person known by the Company to own
beneficially more than 5% of the 499,829,763 shares of our issued
and outstanding common stock, as well as the beneficial ownership
of each director and officer and all directors and officers as a
group. We are not aware of any present arrangements that could
result in a change of control of the Company. Except as otherwise
indicated, each of the stockholders listed below has sole voting
and investment power over the shares beneficially owned. Except as
otherwise indicated, addresses are c/o Clean Coal Technologies,
Inc., 295 Madison Avenue (12th Floor) New York, NY 10017
Officers and Directors
|
|
Amount and Nature of
Beneficial Ownership (1)
|
|
|
Percent of Class
|
|
|
|
|
|
|
|
|
|
|
Robin Eves, President, CEO, Director
|
|
|
13,856,817 |
|
|
|
2.7 |
%
|
Aiden Neary, COO, Director
|
|
|
18,661,479 |
|
|
|
3.7 |
%
|
Thomas Shreve, Director
|
|
|
100,000 |
|
|
|
0.0 |
|
Wyoming New Power, Inc.
|
|
|
85,270,387 |
|
|
|
17.0 |
|
All directors and officers and investors holding over 5% as a group
(3 persons)
|
|
|
117,888,683 |
|
|
|
23.6 |
%
|
(1) The Company has no documentation that would indicate that any
of the shares listed above are pledged as security. Mr. Eves’
beneficial ownership number includes options for the purchase of
285,714 shares of common stock at $1.05 per share (adjusted for the
reverse). Mr. Eves does not have the right to acquire any
additional shares within 60 days through the exercise of options,
warrants, rights, conversion privileges or otherwise. The intrinsic
value of exercisable warrants is $0.00.
FINANCIAL AND OTHER INFORMATION
The Company’s most recent audited financial statements and other
information are contained in the Company’s annual report on Form
10-K for the period ended December 31, 2021. Such report once
filed, is available to stockholders, without charge, upon written
request addressed to the Company at the Company’s executive
offices, or on the Securities and Exchange Commission’s EDGAR
website at http://www.sec.gov.
STOCKHOLDER PROPOSALS
No proposals have been submitted by stockholders of the Company for
consideration at the Special Meeting. Stockholders who, in
accordance with Rule 14a-8 of the Exchange Act wish to present
proposals for inclusion in the proxy materials to be distributed in
connection with next year’s Special Meeting Proxy Statement must
submit their proposals so that they are received at our principal
executive offices no later than the close of business on July 01,
2022, and are otherwise in compliance with applicable laws and
regulations and the governing provisions of the articles of
incorporation, as amended, and bylaws of the Company. As the rules
of the SEC make clear, simply submitting a proposal does not
guarantee that it will be included.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, requires our Directors, executive officers and
10% stockholders, which we refer to as reporting persons, to file
with the SEC initial reports of ownership and changes in ownership
of our common stock. Reporting persons are required by SEC
regulations to furnish us with copies of all Section 16(a) reports
they file. To our knowledge, based solely on our review of the
copies of such reports received, we believe that all required
reports for our fiscal year ended December 31, 2021 have been
filed.
RELATED PARTY TRANSACTIONS
We have not adopted a formal policy for review of potential related
party transactions. At this time, the Board reviews and approves
all transactions, considering any related party interactions in
light of known circumstances to determine whether or not such
transactions are consistent with our best interests, in the good
faith exercise of the Board’s discretion.
STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS
In accordance with notices that we sent to certain stockholders, we
are sending only one copy of our annual report and proxy statement
to stockholders who share the same last name and address, unless
they have notified us that they want to continue receiving multiple
copies. This practice, known as “householding,” is designed to
reduce duplicate mailings and save significant printing and postage
costs as well as natural resources.
If you received a householded mailing this year and you would like
to have additional copies of our annual report and/or proxy
statement mailed to you, or you would like to opt out of this
practice for future mailings, please submit your request to the
Company by mail to 295 Madison Avenue (12th Floor) New York, NY
10017 or phone by calling 646-727-4847. We will promptly send
additional copies of the annual report and/or proxy statement upon
receipt of such request. You may also contact us if you received
multiple copies of the Special meeting materials and would prefer
to receive a single copy in the future.
Householding for bank and brokerage accounts is limited to accounts
within the same bank or brokerage firm. For example, if you and
your spouse share the same last name and address, and you and your
spouse each have two accounts containing our common stock at two
different brokerage firms, your household will receive two copies
of our Special meeting materials—one from each brokerage firm.
OTHER MATTERS
Management does not know of any business other than referred to in
the Notice which may be considered at the Special Meeting. If any
other matters should properly come before the Special Meeting, such
matters will be properly addressed and resolved and those in
attendance will vote on such matters in accordance with their best
judgment.
CLEAN COAL TECHNOLOGIES, INC.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Robin Eves
Robin Eves, President and Chief Executive Officer
New York, New York
May , 2022
YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES ONLINE OR, IF
YOU REQUESTED AND RECEIVED A PRINTED SET OF PROXY MATERIALS BY
MAIL, BY RETURNING THE ACCOMPANYING PROXY CARD IN THE POSTAGE PAID
ENVELOPE
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials
for the
Shareholder Meeting to Be Held on June 01, 2022
CLEAN COAL TECHNOLOGIES, INC.
|
Meeting Information
Meeting Type: Special Meeting
For holders as of: April 29, 2022
Date: June 01, 2022
Time: 10:00 AM EDT
Location: Marriott Hotel
243 Tresser Blvd
Stamford, CT 06901
|
CLEAN COAL TECHNOLOGIES, INC. ATTN:
Aiden Neary
295 Madison Avenue (12th Floor)
New York, NY 10017
|
You are receiving this communication because you hold shares in the
above named company.
This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of the more
complete proxy materials that are available to you on the Internet.
You may view the proxy materials online at www.proxyvote.com
or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important
information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials
and voting instructions.
|
— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. Annual Report 2. Notice & Proxy Statement
How to View Online:
Have the information that is printed in the box marked by the arrow
XXXX XXXX XXXX (located on the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents,
you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your
request:
1) BY INTERNET:
www.proxyvote.com
2) BY TELEPHONE:
1-800-579-1639
3) BY E-MAIL*:
sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail
with the information that is printed in the box marked by the arrow
XXXX XXXX XXXX (located on the following page) in the subject
line.
Requests, instructions and other inquiries sent to this e-mail
address will NOT be forwarded to your investment advisor. Please
make the request as instructed above on or before May 15, 2022 to
facilitate timely delivery.
|
— How To Vote —
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance
requirements including, but not limited to, the possession of an
attendance ticket issued by the entity holding the meeting. Please
check the meeting materials for any special requirements for
meeting attendance. At the meeting, you will need to request a
ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to
www.proxyvote.com. Have the information that is printed in
the box marked by the arrow XXXX XXXX XXXX available and follow the
instructions.
Vote By Mail: You can vote by mail by requesting a paper
copy of the materials, which will include a proxy card.
|
The Board of Directors recommends you vote FOR the following
proposal:
1. To grant the Company’s Board of Directors the authority to amend
the Company’s Articles of Incorporation to effect a reverse stock
split of the Company’s common stock at the ratio of 1 for 100.
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