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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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
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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.
[ ] 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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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.
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Notice
of the 2021 Annual Meeting of Stockholders;
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2.
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Company’s
2021 Proxy Statement;
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3.
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2021; and
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4.
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Proxy
Card.
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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.
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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.
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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.
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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.
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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.
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Approval
of the adoption of the Company’s 2021 Stock Option and Restricted Stock Plan (the “2021
Plan Proposal”).
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6.
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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.
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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.
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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.
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Such
other business as may properly come before the Annual Meeting.
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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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