UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C.
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.)
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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule
14a-12
Infinity Energy 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 Rule 14a-6(i)(1) and 0-11.
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unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule |
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(Set forth the amount on which the filing fee is calculated and
state how it was determined): |
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maximum aggregate value of transaction: |
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[ ] 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.
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Schedule or Registration Statement No.: |
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NOTICE OF INTERNET AVAILABILITY OF PROXY
MATERIALS
Important Notice Regarding the Availability of Proxy Materials
for the 2021 Annual Meeting of Stockholders of Infinity Energy
Resources, Inc. To Be Held on Wednesday, October 13, 2021 at 10:00
a.m., CENTRAL DAylight TIME, AT 15612 College BlVD., Lenexa, KS
66219.
Under
U.S. Securities and Exchange Commission rules, you are receiving
this notice that the proxy materials for the 2021 Annual Meeting of
Stockholders (the “Annual Meeting”) of Infinity Resources, Inc.
(the “Company”) are available on the Internet.
This
communication is not a form of voting and presents only an overview
of the more complete proxy materials, which contain important
information and are available to you on the Internet or by mail. We
encourage you to access and review all of the important information
contained in the proxy materials before voting.
You
may access the following proxy materials at
www.infyoilandgas.com:
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1. |
Notice
of the 2021 Annual Meeting of Stockholders; |
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2. |
Company’s
2021 Proxy Statement; |
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3. |
Annual
Report on Form 10-K for the fiscal year ended December 31, 2021;
and |
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4. |
Proxy
Card. |
If
you want to receive a paper or e-mail copy of the proxy materials,
you must request one. There is no charge to you for requesting a
copy. Please make your request for a copy as instructed below on or
before October 1, 2021 to facilitate timely delivery. You will have
the opportunity to make a request to receive paper copies for all
future meetings or only for the 2021 Annual Meeting of
Stockholders.
The
Annual Meeting will be held on Wednesday, October 13, 2021 at 10:00
a.m., Central Daylight Time, at 15612 College Boulevard, Lenexa, KS
66219. Only shareholders who owned shares of the Company’s common
stock, par value $0.0001 per share (“Common Stock”) and/or
Series A Convertible
Preferred Stock, par value $0.0001 per share (the “Series A
Preferred Stock”) at the close of business on the record
date, August 24, 2021 (the “Record Date”), may vote at the Annual
Meeting or any adjournment or postponement of the Annual Meeting
that may take place.
We
are asking our stockholders to vote on the following proposals at
the Annual Meeting:
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1. |
Election
of three members to the Board of Directors named in the Proxy
Statement for a term of one year or until each of their successors
has been elected and qualified or until their earlier resignation
or removal. |
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2. |
Approval
of an amendment to the Company’s Certificate of Incorporation, as
amended, removing the
provision providing that any action taken by the stockholders
by written consent in lieu of a meeting requires that all of
the Company’s stockholders entitled to vote on such action consent
in writing thereto (the “Stockholder Written Consent Amendment
Proposal”). |
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3. |
Approval
of an amendment to the
Company’s Certificate of Incorporation, as amended, increasing the
Company’s authorized shares of common stock from 75,000,000 shares
to 500,000,000 shares (the “Share Increase
Proposal”). |
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4. |
Approval
of an amendment an amendment
to the Company’s Certificate of Incorporation, as amended, changing
the Company’s name to American Noble Gas, Inc. (the “Name Change
Proposal”). |
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5. |
Approval
of the adoption of the
Company’s 2021 Stock Option and Restricted Stock Plan (the “2021
Plan Proposal”). |
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6. |
Ratification
of the appointment of RBSM LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2021. |
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7. |
Approval
of a non-binding advisory proposal to approve the compensation paid
to the Company’s named executive officers (the “Say-on-Pay
Proposal”). |
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8. |
Approval
of a non-binding advisory proposal on the frequency of the
stockholder advisory vote on executive compensation (the
“Say-on-Pay Frequency Proposal”). |
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9. |
Such
other business as may properly come before the Annual
Meeting. |
The Board of Directors recommends that you vote FOR the
election of the three nominees to the Board of Directors,
FOR Proposals 2, 3, 4, 5, 6 and 7 and every “3 YEARS” for
Proposal 8.
You
may access your proxy materials and proxy card online by going to
our Company website: www.IFNYOILANDGAS.com.
If
you held your shares in certificate or book entry form as of August
24, 2021 (the Record Date), please contact Infinity Shareholder
Relations at 913-232-5349 or
Info@IFNYOILANDGAS.com.
If
you held your shares as of the Record Date through a brokerage
account, please contact your broker to obtain your 16-digit control
number. Once you obtain your 16-digit control number, you can then
request paper copies online at www.proxyvote.com, by a toll-free
call to 800-579-1639, or by e-mail to: sendmaterial@proxyvote.com.
If requesting materials online or by telephone, simply provide your
16-digit control number and follow the instructions to receive
paper copies. If requesting materials by e-mail, simply send a
blank e-mail with your 16-digit control number in the subject line.
No personal information other than the identification or 16-digit
control number is necessary to execute a proxy.
If
you prefer a paper copy of the proxy materials, you may request one
by sending an e-mail to Info@IFNYOILANDGAS.com, calling
913-232-5349, or by making a request online at
www.IFNYOILANDGAS.com.
Stockholders
of record as of the Record Date are encouraged and cordially
invited to attend the Annual Meeting. Directions to attend the
Annual Meeting where you may vote in person can be found on our
website: www.IFNYOILANDGAS.com.
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