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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [
]
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the SEC Only (as permitted by
Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to 14a-12
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PETRO RIVER OIL CORP.
(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)(4) and
0-11.
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Title of each class of securities to which transaction
applies:
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Aggregate number of securities to which transaction
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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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Proposed maximum aggregate value of transaction:
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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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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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PETRO RIVER OIL CORP.
55 5th Avenue, Suite 1702
New York, NY 10003
Tel: (469) 828-3900
Fax: (212) 504-0863
August 28, 2017
Dear Stockholders of Petro River Oil Corp.:
You are cordially invited to attend the 2017
Annual Meeting of Stockholders (“
Annual
Meeting
”) of Petro River
Oil Corp. (the “
Company
”), which will be held at the
Company’s New York office, located at 55 5th Avenue, Suite
1702, New York, New York 10003, on September 28, 2017 at 11:00 AM
Eastern Time. Details of the business to be conducted at the 2017
Annual Meeting are provided in the attached Notice of Annual
Meeting of Stockholders and Proxy Statement. In order for us to
have an efficient Annual Meeting, please sign, date and return the
enclosed proxy promptly in the accompanying reply envelope. If you
are able to attend the Annual Meeting and wish to change your proxy
vote, you may do so simply by voting in person at the Annual
Meeting.
Our
Board of Directors has unanimously approved the proposals set forth
in the Proxy Statement and we recommend that you vote in favor of
each such proposal.
We
look forward to seeing you at the Annual Meeting.
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Sincerely,
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Scot Cohen
Chief Executive Officer and Executive Chairman
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YOUR VOTE IS IMPORTANT
All stockholders are cordially invited to attend the Annual Meeting
in person. However, to ensure your representation at the Annual
Meeting, you are urged to complete, sign, date and return, in the
enclosed postage paid envelope, the enclosed proxy card as soon as
possible. Returning your proxy will help us assure that a quorum
will be present at the Annual Meeting and avoid the additional
expense of duplicate proxy solicitations. Any stockholder attending
the Annual Meeting may vote in person, even if he or she has
returned a proxy.
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PETRO RIVER OIL CORP.
55 5th Avenue, Suite 1702
New York, NY 10003
Tel: (469) 828-3900
Fax: (212) 504-0863
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on September 28, 2017
Dear Stockholders of Petro River Oil Corp.:
We are pleased to invite you to attend the 2017
Annual Meeting (the “
Annual
Meeting
”) of the
Stockholders of Petro River Oil Corp., a Delaware corporation (the
“
Company
”), which will be held at the
Company’s New York office, located at 55 5th Avenue, Suite
1702, New York, New York 10003, on September 28, 2017 at 11:00 AM
Eastern Time, for the following purposes:
1.
To elect four directors to our Board of Directors, each to serve
until the next Annual Meeting of stockholders or until his
respective successor is elected and qualified;
2.
To ratify the appointment of GHB CPAs, PC as the Company’s
independent registered public accountants for the fiscal year
ending April 30, 2018; and
3.
Such other matters as may properly come before the Annual Meeting
or any adjournment or postponement of the Annual
Meeting.
These
matters are more fully discussed in the attached Proxy
Statement.
The close of business on August 17, 2017 (the
“
Record Date
”) has been fixed as the Record Date for the
determination of stockholders entitled to notice of, and to vote
at, the Annual Meeting or any adjournments or postponements
thereof. Only holders of record of our Common Stock at the close of
business on the Record Date are entitled to notice of, and to vote
at the Annual Meeting. A complete list of stockholders entitled to
vote at the Annual Meeting will be available for examination by any
of our stockholders for purposes pertaining to the Annual Meeting
at our New York office, 55 5th Street, Suite 1702, New York, New
York, during normal business hours for a period of ten days prior
to the Annual Meeting, and at the time and place of the Annual
Meeting. We are providing a copy of our Annual Report on
Form 10-K for the year ended April 30, 2017 with the accompanying
Proxy Statement.
Whether or not you expect to
attend in person, we urge you to vote your shares as promptly as
possible by signing and returning the enclosed proxy card in the
postage-paid envelope provided, so that your shares may be
represented and voted at the Annual Meeting.
If your shares are held in the name of a bank,
broker or other fiduciary, please follow the instructions on the
voting instruction card furnished by the record
holder.
Our Board of Directors unanimously recommends that you vote
“FOR” the Annual Meeting Proposal Nos. 1 and 2, each of
which are described in detail in the accompanying Proxy
Statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 28,
2017:
THE ANNUAL REPORT AND PROXY STATEMENT ARE AVAILABLE ONLINE AT
WWW.PROXYCONNECT.COM/PETRORIVER
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By Order of the Board of Directors,
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Scot Cohen
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Chief Executive Officer and Executive Chairman
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New York, New York
August 28, 2017
PETRO RIVER OIL CORP.
55 5th Avenue, Suite 1702
New York, NY 10003
Tel: (469) 828-3900
Fax: (212) 504-0863
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement and the accompanying proxy
are being furnished with respect to the solicitation of proxies by
the Board of Directors (the “
Board
”) of Petro River Oil Corp., a Delaware
corporation (the “
Company
”), for the 2017 Annual Meeting (the
“
Annual
Meeting
”) of the
Stockholders to be held at 11:00 AM Eastern Time on September 28,
2017 and at any adjournment or adjournments thereof, at the
Company’s New York office, located at 55 5th Avenue, Suite
1702, New York, New York 10003.
These proxy solicitation materials were mailed on
or about August 28, 2017, to all stockholders entitled to notice
of, and to vote at our Annual Meeting. The proxy materials are also
available free of charge on the Internet at:
www.proxyconnect.com/petroriver
.
Stockholders
are invited to attend the Annual Meeting to vote on the proposals
described in this Proxy Statement. However, stockholders do not
need to attend the Annual Meeting to vote. Instead, stockholders
may simply complete, sign and return the enclosed proxy
card.
We
will bear the expense of solicitation of proxies for the Annual
Meeting, including the printing and mailing of this Proxy
Statement. We may request persons, and reimburse them for their
expenses with respect thereto, who hold stock in their name or
custody or in the names of nominees for others to forward copies of
such materials to those persons for whom they hold shares of Common
Stock (as defined below) and to request authority for the execution
of the proxies. In addition, some of our officers, directors and
employees, without additional compensation, may solicit proxies on
behalf of the Board of Directors personally or by mail, telephone
or facsimile.
VOTING SECURITIES, VOTING AND PROXIES
Record Date
Only stockholders of record of our common stock,
$0.00001 par value (the “
Common
Stock
”), as of the close
of business on August 17, 2017 (the “
Record Date
”) are entitled to notice and to vote at the
Annual Meeting and any adjournment or adjournments
thereof.
Voting Stock
As
of the Record Date, there were 15,840,219 shares of Common Stock
outstanding. Each holder of Common Stock on the Record Date is
entitled to one vote for each share then held on the matter to be
voted at the Annual Meeting. No other class of voting securities
was then outstanding.
Quorum
The
presence at the Annual Meeting of a majority of the outstanding
shares of Common Stock as of the Record Date, in person or by
proxy, is required for a quorum. Should you submit a proxy, even
though you abstain as to the proposal, or you are present in person
at the Annual Meeting, your shares shall be counted for the purpose
of determining if a quorum is present.
Broker
“non-votes” are included for the purposes of
determining whether a quorum of shares is present at the Annual
Meeting. A broker “non-vote” occurs when a nominee
holder, such as a brokerage firm, bank or trust company, holding
shares of record for a beneficial owner, does not vote on a
particular proposal because the nominee holder does not have
discretionary voting power with respect to that item and has not
received voting instructions from the beneficial
owner.
Voting
The proposals set forth in this Proxy Statement require the
following votes for approval at the Annual Meeting:
Proposal No. 1: Election of
Directors.
For the four
nominees who receive the greatest number of votes cast at the
Annual Meeting by the shares present in person or by proxy and
entitled to vote will be elected. For purposes of the Proposal No.
1, abstentions and broker “non-votes” will have no
effect on the outcome.
Proposal No. 2: Ratification
of Appointment of Auditors.
To
ratify the appointment of GHB CPAs, PC as our independent auditors
for the fiscal year ending April 30, 2018, the number of votes cast
“FOR” must exceed the number of votes cast
“AGAINST” Proposal No. 2.
If
you are the beneficial owner, but not the registered holder of
shares of Common Stock, you cannot directly vote those shares at
the Annual Meeting. You must provide voting instructions to your
nominee holder, such as your brokerage firm or bank.
If
you wish to vote in person at the Annual Meeting but you are not
the record holder, you must obtain from your record holder a
“legal proxy” issued in your name and bring it to the
Annual Meeting.
At
the Annual Meeting, ballots will be distributed with respect to the
proposals to each stockholder (or the stockholder’s proxy if
not the management proxy holders) who is present and did not
deliver a proxy to the management proxy holders or another person.
The ballots shall then be tallied, one vote for each share owned of
record. For proposals one through five, the votes will be in three
categories: “FOR,” “AGAINST” or
“ABSTAIN.”
Proxies
The
form of proxy solicited by the Board affords you the ability to
specify a choice among approval of, disapproval of, or abstention
with respect to, the matters to be acted upon at the Annual
Meeting. Shares represented by the proxy will be voted and, where
the solicited stockholder indicates a choice with respect to the
matter to be acted upon, the shares will be voted as specified. If
no choice is given, a properly executed proxy will be voted in
favor of the proposals.
Revocability of Proxies
Even
if you execute a proxy, you retain the right to revoke it and
change your vote by notifying us at any time before your proxy is
voted. Such revocation may be affected by execution of a later
dated proxy, or by a written notice of revocation, sent to the
attention of the Executive Chairman at the address of our New York
office set forth above in the Notice to this Proxy Statement or
your attendance and voting at the Annual Meeting. Unless so
revoked, the shares represented by the proxies, if received in
time, will be voted in accordance with the directions given
therein.
You
are requested, regardless of the number of shares you own or your
intention to attend the Annual Meeting, to sign the proxy and
return it promptly in the enclosed envelope.
Interest of Officers and Directors in Matters to Be Acted
Upon
None
of the officers or directors has any interest in the matters to be
acted upon.
Dissenters’ Rights of Appraisal
Under
the Delaware General Corporation Law and the Company’s
Bylaws, stockholders are not entitled to any appraisal or similar
rights of dissenters with respect to any of the proposals to be
acted upon at the Annual Meeting.
MATTERS TO BE CONSIDERED AT ANNUAL MEETING
PROPOSAL NO. 1
ELECTION OF DIRECTORS
General
The
Company’s Board is currently comprised of four members.
Vacancies on the Board may be filled by a vote of a majority of the
remaining directors, although less than a quorum is present. A
director elected by the Board to fill a vacancy shall serve for the
remainder of the term of that director and until the
director’s successor is elected and qualified. This includes
vacancies created by an increase in the number of
directors.
The Board has recommended for election Scot Cohen,
Glenn C. Pollack, John Wallace, and Fred Zeidman (each, a
“
Nominee
”). If elected at the Annual Meeting, these
directors would serve until the end of their respective terms and
until their successors are elected and qualified, or until their
earlier death, resignation or removal.
Directors
are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the Annual Meeting.
Shares represented by executed proxies will be voted, if authority
to do so is not withheld, for the election of Scot Cohen, Glenn C.
Pollack, John Wallace, and Fred Zeidman. In the event that any
Nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election
of such substitute Nominee as the Board may propose. Each of Scot
Cohen, Glenn C. Pollack, John Wallace, and Fred Zeidman has agreed
to serve if elected, and we have no reason to believe that they
will be unable to serve.
Our
directors and Nominees, their ages, biographies (including
positions with Petro River Oil Corp.) and the dates of their
initial election or appointment as director are as
follows:
Name
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Served as
Director
Since
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Age
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Principal Business Experience
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Scot Cohen
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2012
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48
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Mr. Cohen has over 20 years of experience in institutional asset
management, wealth management, and capital markets. Scot
is the founder and principal of the Iroquois Capital Opportunity
Fund, a closed end private equity fund focused on investments in
North American oil and gas assets. He is also the
co-founder of Iroquois Capital, a New York based hedge
fund. In addition, he manages several operating and
non-operating partnerships, which actively invest in the energy
sector.
Prior to founding Iroquois Capital, Scot founded a merchant bank
based out of New York, which was one of the most active
participants in structured investments in public companies (PIPES)
in the United States over the four year period he was actively
managing the business. Scot began his career at
Oppenheimer and Company in a sales capacity and transitioned from
there to a boutique investment-banking firm where he spent two
years. Scot currently sits on the board of directors of True Drinks
Holding, Inc. (OTCBB: TRUU), as well as several private
companies, and is involved a number of charitable
ventures. Scot earned a Bachelor of Science degree from
Ohio University in 1991.
The Board’s Nomination Committee believes Mr. Cohen’s
extensive investment banking experience advising oil and gas
companies, as well as his operational expertise developing oil and
gas assets, is valuable to the Board of Directors and its
deliberations, and is particularly beneficial as the Company
continues to develop its oil and gas assets.
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Glenn C. Pollack
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2012
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59
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Mr. Pollack s a Managing Director and Founder of Candlewood
Partners, LLC (“
Candlewood
”), a merchant bank focused on middle market
corporate finance and infrastructure projects, and is the Manager
of Green Bull Georgia Partners, LLC, a special purpose vehicle
controlled by Mr. Pollack established to purchase certain senior
debt of Register Communications, Inc (“
Register
”). In connection with the purchase of the
senior debt, Mr. Pollack became a director of Register, which filed
for Chapter 11 protection under the United States Bankruptcy Code
in December 2015. Prior to founding Candlewood, Mr. Pollack was a
Managing Director and Principal of a middle market investment
banking firm with offices in Chicago and Cleveland. He was
responsible for the Restructuring Group and was involved in other
corporate finance transactions including mergers and acquisitions
and capital raising for special situations. He also spent five
years as the CEO of a regional distributor of perishable foods with
annual revenues of $180 million and over 250 employees in four
states. Mr. Pollack is a certified public accountant and has worked
for Price Waterhouse as a consultant and for Deloitte as an
auditor.
The Board’s Nomination Committee believes Mr. Pollack’s
success with multiple investment banking firms, his extensive
contacts within the investment community, his executive management
experience and financial and accounting expertise will assist the
Company’s efforts to raise capital to fund the continued
implementation of the Company’s business
plan.
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John
Wallace
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2013
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43
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Mr. Wallace graduated from Syracuse University in May 1996 with a
Bachelor’s of Science degree in sociology. From June 1996
through May 2004, Mr. Wallace was a professional basketball player
associated with the National Basketball Association. Since April
2009, Mr. Wallace has been an alumni relations and fan development
representative for the New York Knicks, a professional basketball
team aligned with the National Basketball Association. In that
capacity, Mr. Wallace works on community public relations and fan
development initiatives, along with sponsorship and marketing
programs. In January 2013, Mr. Wallace joined Hotaling Insurance
Group as an insurance agent. In February 2013, Mr. Wallace became
an Executive Board Member of Heavenly Productions Foundation, a not
for profit charitable organization dedicated to helping children in
need or in distress. Since October 2007, Mr. Wallace has served as
Vice President of Winning Because I Tried, a non-profit he
co-founded in 2007, and whose focus is on academic success, social
interaction, peer pressure awareness, and sound decision-making for
children ages 8-18. Since 2006, Mr. Wallace has been President and
General Manager of Rochester AAU Basketball, a program he founded
in March 2006, which is designed to leverage sports as a means for
youth to obtain a college education.
The Board’s Nomination Committee believes that Mr. Wallace
brings effective management and leadership skills to the Board of
Directors, which assists the Board and management in in developing
its organization and business plan.
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Fred
Zeidman
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2012
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71
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Mr. Zeidman has served as Director of the Company since September
of 2012. Mr. Zeidman has also served as a director of Hyperdynamics
Corporation since 2009 and as a director of Prosperity Bancshares,
Inc. since 1986. He served as trustee for the AremisSoft
Liquidating Trust since 2004. In March 2008, Mr. Zeidman was
appointed the Interim President of Nova Biosource Fuels, Inc.
(“
Nova
”), a publicly traded biodiesel technology
company, and served in that position until the company’s
acquisition in November 2009. Mr. Zeidman also served as a director
of Nova from June 2007 to November 2009. From August 2009 through
November 2009, Mr. Zeidman served as Chief Restructuring Officer
for Transmeridian Exploration, Inc. He also served as CEO,
President and Chairman of the Board of Seitel Inc., an oil field
services company, from June 2002 until its sale in February 2007.
Mr. Zeidman served as a Managing Director of the law firm Greenberg
Traurig, LLP from July 2003 to December 2008. Mr. Zeidman has
served as CEO, Interim CEO and Chairman of the Board of a variety
of companies, including several in the oil and gas sector. In March
2013, Mr. Zeidman was appointed to the Board of Straight Path
Communications Inc. Mr. Zeidman is the Chairman Emeritus of the
United States Holocaust Memorial Council. He was appointed to that
position by former President George Bush in March 2002 and served
from 2002-2010. He is also Chairman Emeritus of the University of
Texas Health Science System Houston and is on the Board of Trustees
of the Texas Heart Institute (where he currently serves as Interim
Chief Financial Officer). Mr. Zeidman received his Bachelor of
Science from Washington University and a Masters of Business
Administration from New York University.
The Board’s Nomination Committee believes that Mr.
Zeidman’s extensive experience as an executive in senior
management positions, including with oil and gas exploration, oil
services and related companies, together with his legal and board
experience, add significant value to the Company and its Board of
Directors in assessing challenges and in addressing organizational
and development issues facing the Company.
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There
are no family relationships between any directors and executive
officers.
CORPORATE GOVERNANCE, BOARD COMPOSITION AND BOARD
COMMITTEES
Term of Office
Pursuant
to our bylaws, each member of our Board of Directors shall serve
from the time they are duly elected and qualified, until the next
Annual Meeting of stockholders or until their death, resignation or
removal from office.
Board of Directors Meetings and Committees
The
Board held two meetings during the fiscal year ended April 30,
2017. Each director attended, either in person or telephonically,
at least 75% of the aggregate Board of Directors meetings and
meetings of committees on which he served during his tenure as a
director or committee member.
Audit Committee
Our
Audit Committee currently consists of three directors, Glenn
Pollack, Fred Zeidman and John Wallace, each of whom are
“independent” as independence is currently defined in
the NASDAQ Stock Market Rules and SEC rules and regulations. The
Board has determined that Glenn Pollack qualifies as an
“Audit Committee financial expert,” as defined in
applicable SEC rules implementing Section 407 of the Sarbanes-Oxley
Act of 2002. The Board made a qualitative assessment of Mr.
Pollack’s level of knowledge and experience based on a number
of factors, including his formal education and experience. The
Audit Committee held four meetings during the fiscal year ended
April 30, 2017.
The
Audit Committee is responsible for overseeing the Company’s
corporate accounting, financial reporting practices, audits of
financial statements and the quality and integrity of the
Company’s financial statements and reports. In addition, the
Audit Committee oversees the qualifications, independence and
performance of the Company’s independent auditors. In
furtherance of these responsibilities, the Audit Committee’s
duties include the following: evaluating the performance of and
assessing the qualifications of the independent auditors;
determining and approving the engagement of the independent
auditors to perform audit, review and attest services and
performing any proposed permissible non-audit services; evaluating
employment by the Company of individuals formerly employed by the
independent auditors and engaged on the Company’s account and
any conflicts or disagreements between the independent auditors and
management regarding financial reporting, accounting practices or
policies; discussing with management and the independent auditors
the results of the annual audit; reviewing the financial statements
proposed to be included in the Company’s annual report on
Form 10-K; discussing with management and the independent auditors
the results of the auditors’ review of the Company’s
quarterly financial statements; conferring with management and the
independent auditors regarding the scope, adequacy and
effectiveness of internal auditing and financial reporting controls
and procedures; and establishing procedures for the receipt,
retention and treatment of complaints regarding accounting,
internal accounting control and auditing matters and the
confidential and anonymous submission by employees of concerns
regarding questionable accounting or auditing matters. The Audit
Committee operates under the written Audit Committee Charter
adopted by the Unanimous Written Consent. A copy of the Audit
Committee Charter is available on the Company’s
website.
Compensation Committee
Our
Compensation Committee is currently comprised of two directors,
Glenn Pollack and Fred Zeidman, each of whom is independent as
independence is currently defined in the NASDAQ Stock Market Rules
and SEC rules and regulations. The Compensation Committee held one
meeting during the year ended April 30, 2017.
The
Compensation Committee reviews, and as it deems appropriate,
recommends to the Board, policies, practices, and procedures
relating to the compensation of the officers and other managerial
employees, and the establishment and administration of employee
benefit plans. It advises and consults with the officers of the
Company as may be requested regarding managerial personnel
policies. The Compensation Committee also has such additional
powers as may be conferred upon it from time to time by the
Board.
The
Compensation Committee operates under the written Compensation
Committee Charter that was adopted by the Unanimous Written
Consent. A copy of the Compensation Committee Charter is
available on the Company’s website.
Nominating and
Corporate Governance Committee
The
Nominating and Corporate Governance Committee is currently
comprised of two directors, Glenn Pollack and Fred Zeidman, each of
who is independent as independence is currently defined in the
NASDAQ Stock Market Rules and SEC rules and regulations. No
meetings of the Nominating and Corporate Governance Committee were
held during the year ended April 30, 2017.
The
Nominating and Corporate Governance Committee is responsible for
making recommendations to the Board of Directors regarding
candidates for directorships and the size and composition of the
Board. In addition, the Nominating and Corporate Governance
Committee is responsible for overseeing our corporate governance
guidelines and reporting and making recommendations to the Board
concerning corporate governance matters.
Board Nominations
In
lieu of a formal Board Nomination Committee, Board nomination
decisions are made by the independent directors of the Board. The
independent directors prepare a list of candidates to fill the
expiring terms of directors serving on our Board, which they then
submit to the Board who determines which candidates will be
nominated to serve on the Board. The names of nominees are then
submitted for election at our Annual Meeting of Stockholders. The
independent directors also submit to the entire Board a list of
nominees to fill any interim vacancies on the Board resulting from
the departure of a member of the Board for any reason prior to the
expiration of his term. In recommending nominees, the independent
directors are to consider various criteria, including general
business experience, general financial experience, knowledge of the
Company’s industry (including past industry experience),
education, and demonstrated character and judgment. The independent
directors will also consider director nominees recommended by a
stockholder if the stockholder mails timely notice to the Secretary
of the Company at its principal offices. Any person nominated by a
stockholder for election to the Board will be evaluated based on
the same criteria as all other nominees.
Code of Ethics
Our
current Code of Ethics became effective July 3, 2013. A copy of our
Code of Ethics an exhibit to our Transition Report on Form 10-K,
filed on August 28, 2013. The Code of Ethics applies to all
officers, directors, and employees of the Company.
Indemnification of Officers and Directors
As
permitted by the Delaware General Corporation Law, the
Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action
brought against them on account of their being or
having been Company directors or officers
unless, in any such action, they are adjudged to have acted
with gross negligence or willful misconduct.
Stockholder Communications with the Board of Directors
Our
Board of Directors provides stockholders with the ability to send
communications to the Board of Directors, and stockholders may do
so at their convenience. In particular, stockholders may send their
communications to: Board of Directors, c/o Corporate
Secretary, Petro River Oil Corp., 55 5th Avenue, Suite 1702, New
York, New York 10003. All communications received by the Corporate
Secretary are relayed to the Board of Directors of the Company.
Members of the Board of Directors are not required to attend the
Annual Stockholders Meeting.
Required Vote and Recommendation
The
election of directors requires the affirmative vote of a plurality
of the voting shares present or represented by proxy and entitled
to vote at the Annual Meeting. The four nominees receiving the
highest number of affirmative votes will be elected. Unless
otherwise instructed or unless authority to vote is withheld,
shares represented by executed proxies will be voted
“FOR” the election of the nominees.
The Board of Directors recommends that the stockholders vote
“
FOR
” the election of Messrs. Cohen, Pollack,
Wallace and Zeidman.
PROPOSAL NO. 2
RATIFICATION OF THE APPOINTMENT OF
GHB CPAs, PC TO SERVE AS OUR
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR
The Board of Directors has appointed GBH CPAs, PC
(“
GBH
”) as our independent registered public
accounting firm for the current fiscal year and hereby recommends
that the stockholders ratify such appointment.
The
Board of Directors may terminate the appointment of GBH as the
Company’s independent registered public accounting firm
without the approval of the stockholders whenever the Board of
Directors deems such termination necessary or
appropriate.
Representatives
of GBH will be present at the Annual Meeting, or available by
telephone, and will have an opportunity to make a statement if they
so desire and to respond to appropriate questions from
stockholders.
Principal Accountant Fees and Services
Our
independent registered public accounting firm for the year ended
April 30, 2017 and 2016 was GBH. Set forth below are the aggregate
fees we were billed or expected to be billed by GBH for
professional services rendered for the years ended April 30, 2017
and 2016.
Audit Fees
During
the fiscal year ended April 30, 2017, the fees for GBH were
approximately $80,000, as compared to $28,750 for the year ended
April 30, 2016.
Tax Fees
During
the fiscal year ended April 30, 2017 and April 30, 2016, no fees
were paid to GHB for tax compliance, tax advice and tax
planning.
All Other Fees
During
the fiscal years ended April 30, 2017 and April 30, 2016 there were
no fees billed for products and services provided by GBH, other
than those set forth above.
The
Audit Committee has reviewed the above fees for non-audit services
and believes such fees are compatible with the independent
registered public accountants’
independence.
Required Vote and Recommendation
Ratification
of the selection of GBH as the Company’s independent auditors
for the fiscal year ending April 30, 2018 requires the affirmative
vote of a majority of the shares present or represented by proxy
and entitled to vote at the Annual Meeting. Under the Delaware
General Corporation Law and the Company’s Certificate of
Incorporation and Bylaws, an abstention will have the same legal
effect as a vote against the ratification of GHB, and each broker
non-vote will reduce the absolute number, but not the percentage,
of affirmative votes necessary for approval of the ratification.
Unless otherwise instructed on the proxy or unless authority to
vote is withheld, shares represented by executed proxies will be
voted “FOR” the ratification of GHB as the
Company’s independent auditors for the fiscal year ending
April 30, 2018.
The Board of Directors recommends that stockholders vote
“FOR” the ratification of the selection of GBH CPAs, PC
as the Company’s independent auditors for the fiscal year
ending April 30, 2018.
EXECUTIVE OFFICERS
The
following table sets forth information regarding the executive
officers of the Company:
Name
|
|
Age
|
|
Title
|
Scot Cohen
|
|
48
|
|
Executive Chairman
|
Stephen Brunner
|
|
59
|
|
President
|
David Briones
|
|
41
|
|
Chief Financial Officer
|
Scot
Cohen
. Mr. Cohen’s
biography appears on p. 5
of
this Proxy Statement, under Proposal No.1.
Stephen Brunner
was
appointed President on October 30, 2015. Prior to
joining the Company, Mr. Brunner served as President and Chief
Executive Officer of Sanchez Production Partners LLC (NYSE MKT:
SPP), formerly Constellation Energy Partners LLC
(“
Sanchez
Production
”), from March
2008 until March 2015, and served as a member of the board of
managers of Sanchez Production from December 2008 until August
2011. Mr. Brunner also served as Vice President for
Constellation Energy Commodities Group, Inc. from February 2008 to
January 2009. Mr. Brunner holds a B.S. in Petroleum Engineering
from Louisiana Tech University.
David
Briones
. Mr. Briones was
appointed Chief Financial Officer on August 15, 2013. Since October
1, 2010, Mr. Briones has acted as the managing member of Brio
Financial Group, LLC, a financial reporting consulting firm. From
January 2006 through September 2010, Mr. Briones had managed the
public company and hedge fund practices at Bartolomei Pucciarelli,
LLC (“
BP
”). Within that capacity, Mr. Briones
performed audit services, outsourced CFO functions, and/or
consulted clients through difficult SEC comment periods
particularly through application of complex accounting principles
for a vast public company client base. BP is a registered firm with
the Public Company Accounting Oversight Board. BP is an independent
member of the BDO Seidman Alliance. Mr. Briones served as the chief
financial officer of NXT Nutritionals Holdings, Inc. from February
2, 2009 to May 15, 2012. Mr. Briones also served as the chief
financial officer of Clear-Lite Holdings, Inc. from August 3, 2009
to March 21, 2011. Prior to joining BP, Mr. Briones was an auditor
with PricewaterhouseCoopers LLP in New York, New York. Mr. Briones
specialized in the financial services group, and most notably
worked on the MONY Group, Prudential Financial, and MetLife initial
public offerings.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company’s directors, executive officers and persons who
own more than 10% of a registered class of the Company’s
equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Directors, officers and
greater than 10% stockholders are required to furnish the Company
with copies of all Section 16(a) forms they file.
To
the Company’s knowledge, based solely on a review of the
copies of such reports furnished to the Company, with respect to
the fiscal year ended April 30, 2017, all officers, directors and
beneficial owners of more than 10% of our Common Stock have filed
their initial statements of ownership on Form 3 on a timely basis,
and the officers, directors and beneficial owners of more than 10%
of our Common Stock have also filed the required Forms 4 or 5 on a
timely basis.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information
concerning the compensation paid to the Company’s Executive
Chairman, and the Company’s two most highly compensated
executive officers other than its Executive Chairman, who were
serving as executive officers as of April 30, 2017 and whose annual
compensation exceeded $100,000 during such year (collectively the
“
Named Executive
Officers
”).
Name
and Principal Position
|
|
|
|
|
|
Nonequity
Incentive plan
compensation $
|
Nonqualified
Deferred
compensation
Earnings $
|
|
|
Scot Cohen, Chief Executive Officer, Executive
Chairman
(2)
|
2017
|
180,000
|
--
|
--
|
1,342,273
|
--
|
--
|
--
|
1,522,273
|
|
2016
|
219,000
|
--
|
---
|
1,028,947
|
--
|
--
|
--
|
1,247,947
|
Stephen Brunner, President
(3)
|
2017
|
131,513
|
--
|
--
|
304,323
|
--
|
--
|
--
|
435,836
|
|
2016
|
25,000
|
--
|
--
|
29,974
|
--
|
--
|
--
|
54,974
|
David
Briones, CFO
|
2017
|
61,500
|
--
|
--
|
6,409
|
--
|
--
|
--
|
67,909
|
|
2016
|
60,000
|
--
|
--
|
--
|
--
|
--
|
--
|
60,000
|
(1)
“Option awards” include the expense recorded for all
options granted by us as compensation for employment services or
office during the current and prior years.
(2)
Of the total cash compensation paid to Mr. Cohen, $75,000 and
$30,000 was paid to V3 Capital Partners, LLC and North Haven
Equities, LLC, respectively, during the April 30, 2017 fiscal year;
each entity is a single member limited liability company owned by
Mr. Cohen.
(3)
Mr. Brunner was appointed President of the Company effective on
January 1, 2016.
The Company’s compensation program is
designed to provide our executive officers with competitive
remuneration and to reward their efforts and contributions to the
Company. Elements of compensation for our executive officers
include base salary and bonuses paid as stock options pursuant to
the Company’s Amended and Restated 2012 Equity Compensation
Plan (the “
Plan
”). Company performance does not play a
significant role in the determination of base
salary.
The
Compensation Committee, working in conjunction with the Executive
Chairman, reviews and makes recommendations to the Board regarding
all forms of compensation to be provided to officers and directors
of the Company, including all bonus and stock compensation. The
Compensation Committee may also set general compensation goals and
guidelines for the Company’s employees from time to
time.
In 2013, the Company entered into an Employment
Agreement with Scot Cohen, the Company’s Executive Chairman
(the “
Employment
Agreement
”). Under the
terms of the Employment Agreement, Mr. Cohen will be entitled to
all earned but unpaid salary, expense reimbursements, bonuses (if
applicable), and any vested benefits, upon termination of the
Employment Agreement by the Company for cause, by Mr. Cohen without
good reason, or upon the Employment Agreement’s expiration
date in the event Mr. Cohen does not choose to renew his contract.
In the event Mr. Cohen’s employment is terminated by the
Company without cause, upon a change in control of the Company, or
by Mr. Cohen for good reason, he shall be entitled to any accrued
obligations (detailed in the preceding sentence), severance in a
single lump sum installment in an amount equal to twice the sum of
the base salary in effect on the termination date plus two times
the maximum annual bonus for which Mr. Cohen was eligible in the
fiscal year in which the termination date occurred, a pro-rata
portion of Mr. Cohen’s annual bonus for the fiscal year in
which the termination occurred, and a full vesting in the initial
grant and in any and all previously granted outstanding
equity-based incentive awards subject to time-based vesting
criteria.
On November 20, 2013, the Company and the
Executive Chairman entered into an amendment (the
“
Amendment
”) to the Employment Agreement. Under the
terms of the Amendment, the Company substituted a stock option
grant of 208,333 fair market value stock options under the Plan, at
the exercise price of $11.80 per share, for cash-settled restricted
stock units representing 331,703 shares of the Company’s
Common Stock, which the Company had previously agreed to grant Mr.
Cohen under the terms of the Employment Agreement. These options
will vest in five equal installments, with the first 20% vesting
immediately upon grant, and the remaining options vesting in four
equal installments on the anniversary of the grant
date.
On
October 28, 2015, the Company entered into an Employment Agreement
with Stephen Brunner. Pursuant to the terms and
conditions of the Employment Agreement, Mr. Brunner will receive a
base salary of $5,000 per month from January 2016 until March 2016,
which amount will increase to $10,000 per month thereafter, and
will be eligible for an annual bonus, payable in cash and/or equity
at the sole discretion of the Board of Directors. Upon execution of
the Employment Agreement, Mr. Brunner received options to purchase
53,244 shares of the Company’s Common Stock, or 1.25% of the
Company’s outstanding shares of common stock, for $2.00 per
share, subject to certain vesting conditions contained in the
Employment Agreement. Additionally, upon completion of certain
transactions, including an increase of the number of shares of
Common Stock authorized for issuance under the Company’s
current stock option Plan, Mr. Brunner will receive options to
purchase an additional 1.75% of the Company’s outstanding
shares of Common Stock.
On November 26, 2013, the Company entered into a
consulting agreement with Brio Financial Group
(“
Brio
”) and its Managing Member, David Briones,
was appointed the Chief Financial Officer of the Company on August
15, 2013. Under the terms of this agreement, as amended, Brio will
receive a monthly consulting fee of $5,000, as well as a grant of
3,750 stock options of the Company pursuant to the Plan. The
options will vest in six installments. The first 625 options vested
immediately upon execution of the consulting agreement, and the
remaining five installments will vest monthly, on the 26th of each
subsequent month.
On
July 11, 2016, the Company issued stock options to Scot Cohen and
Stephen Brunner to purchase 889,969 and 311,489 shares of the
Company’s Common Stock, respectively, at an exercise price of
$1.38 per share, and on August 4, 2016, the Company issued options
to David Briones to purchase 5,000 shares of the Company’s
Common Stock at an exercise price of $1.98 per share.
Director Compensation for the Year Ended April 30,
2017
The
Company has no formal arrangement pursuant to which directors are
compensated for their services in their capacity as directors,
except for the granting from time to time of incentive stock
options. During the year ended April 30, 2017, no compensation was
paid to any of the Company’s directors. During the year ended
April 30, 2016, the Company issued stock options to Glenn Pollack,
Fred Zeidman and John Wallace to purchase 50,000, 50,000 and 40,000
shares of the Company’s Common Stock, respectively, at an
exercise price of $1.38 per share.
Outstandi
n
g Equity Awards at April 30,
2017
The
Plan was adopted to promote the success and enhance the value of
the Corporation by continuing to link the personal interest of
participants to those of its shareholders and by providing
participants with an incentive for outstanding performance. The
Plan is administered by the Board, and all employees of the Company
and its subsidiaries, as determined by the Board, and all members
of the Board are eligible to participate. An aggregate of 3.0
million shares of Common Stock are authorized for issuance under
the Plan.
The
Plan was approved at a special meeting of the shareholders on
September 7, 2012, and an amendment to the Plan was approved at the
Company’s Annual Meeting of Shareholders on April 16, 2014.
The following table outlines awards issued to the Company’s
Named Executive Officers and Directors pursuant to the Plan as of
April 30, 2017.
Plan Category
|
Number of securities underlying unexercised options
|
|
|
Number of
securities
underlying unvested
options
|
Weighted-average
exercise price of
outstanding options,
warrants, and rights
|
Scot
Cohen
|
208,333
|
$
2.00
|
10/21/25
|
-
|
$
2.00
|
Scot
Cohen
|
889,969
|
$
1.38
|
7/11/26
|
100,121
|
$
1.38
|
David
Briones
|
5,000
|
$
1.38
|
8/4/26
|
1,250
|
$
1.98
|
Glenn
Pollack
|
4,237
|
$
2.00
|
10/21/25
|
-
|
$
2.00
|
Glenn
Pollack
|
50,000
|
$
1.38
|
7/11/26
|
23,750
|
$
1.38
|
John
Wallace
|
4,237
|
$
2.00
|
10/21/25
|
-
|
$
2.00
|
John
Wallace
|
40,000
|
$
1.38
|
7/11/26
|
19,000
|
$
1.38
|
Fred
Zeidman
|
4,237
|
$
2.00
|
10/21/25
|
-
|
$
2.00
|
Fred
Zeidman
|
50,000
|
$
1.38
|
7/11/26
|
23,750
|
$
1.38
|
Stephen
Brunner
|
53,244
|
$
2.00
|
10/30/25
|
21,301
|
$
2.00
|
Stephen
Brunner
|
311,489
|
$
1.38
|
7/11/26
|
147,957
|
$
1.38
|
Total
|
1,620,746
|
|
|
337,129
|
|
Securities Authorized for Issuance Under Equity Compensation
Plans
As
of the fiscal year ended April 30, 2017:
Plan category
|
Number of securities to be issued upon
exercise
of outstanding options, warrants and rights
|
Weighted-average exercise price of
outstanding options, warrants and rights
|
Number of securities remaining available for future
issuance under equity compensation plans (excluding securities
reflected at left)
|
Equity
compensation plans approved by security holders
|
2,599,682
|
$
2.13
|
400,318
|
CERTAIN RELATI
ONSHIPS AND RELATED PARTY
TRANSACTIONS
Separation and Release Agreement
In
June and July of 2013, the Company signed a series of agreements
with Jeffrey Freedman, former Chief Executive Officer, in relation
to his departure from the Company. Pursuant to these agreements,
the Company has provided to Mr. Freedman the sum of $12,000 and
issued 2,326 options to purchase Common Stock with a $56,047
aggregate fair value as of the July 24, 2013 option grant date.
These options will expire on July 23, 2016 and have an exercise
price of $43. The Company computed the economic benefit of the
grant as of the date of grant utilizing a Black-Scholes
option-pricing model. The options were immediately vested and the
Company recorded the $56,047 to general and administrative expense
on the date of grant.
Horizon Investments, LLC
On May 3,
2016, the Company consummated the acquisition of Horizon I
Investments, LLC (“
Horizon
Investments
”). Scot Cohen,
the Company’s Executive Chairman, is the sole managing member
of Horizon Investments, and owned, prior to the Company’s
acquisition of Horizon Investments, a 9.2% membership interest in
Horizon Investments. As a result of the Company’s acquisition
of Horizon Investments, Mr. Cohen received a distribution from
Horizon Investments of 1,379,250 shares of the Company’s
Common Stock. Although Mr. Cohen remains the managing
member of Horizon Investments, he is not paid separately for his
role.
Horizon Investments
owns a 20% membership interest in Horizon Energy Partners, LLC
(“
Horizon
Energy
”). Mr. Cohen
owns a 2.8% membership interest in Horizon
Energy.
Stephen Brunner, the Company’s President, is a member of
Horizon Energy, and owns a 2.52% membership interest. Prior to the
Company’s acquisition of Horizon Investments, Mr. Brunner
held a 1.68% membership interest in Horizon Investments, and
received a distribution from Horizon Investments of 166,667 shares
of the Company’s Common Stock after the
acquisition.
Pearsonia West Investment Group.
On May 30, 2014, the Company
entered into a Subscription Agreement pursuant to which the Company
was issued a 50% interest in Bandolier Energy, LLC
(“
Bandolier
”)
in exchange for a capital contribution of $5.0 million (the
“
Bandolier
Acquisition
”). Mr. Scot Cohen, the
Company’s Executive Chairman was a manager of, and owned a
20% membership interest in, Pearsonia West Investment Group, LLC
(“
Pearsonia
West
”),
a special purpose vehicle formed for the purpose of investing in
Bandolier with the Company. On October 15, 2016, the
Company indirectly transferred its controlling interest in
Pearsonia West as a result of the transfer of the Company’s
50% membership interest in Bandolier to
MegaWest
Energy Kansas Corp. (“
MegaWest
”)
under the terms of
the Contribution Agreement, although the Company still retains a
29.26% indirect interest in Bandolier as a result of its interest
in MegaWest.
Purchase of Senior Secured Promissory Notes.
On June 13, 2017, the Company entered into a
Securities Purchase Agreement (“
Purchase
Agreement
”) with Petro
Exploration Funding, LLC (“
Funding
Corp
.”), pursuant to
which the Company issued to Funding Corp. a senior secured
promissory note to finance the Company’s working capital
requirements (the “
Note
Financing
”), in the
principal amount of $2.0 million (“
Secured
Note
”). As additional
consideration for the Note Financing, the Company issued to Funding
Corp. (i) a warrant to purchase 840,336 shares of the
Company’s Common Stock
(“
Warrant
”), and (ii) an overriding royalty interest
equal to 2% in all production from the Company’s interest in
the concessions located in Osage County, Oklahoma, currently held
by Spyglass Energy Group, LLC, an indirect subsidiary of the
Company (“
Spyglass
”), pursuant to an Assignment of Overriding
Royalty Interests (the “
Assignment
”).
The
Secured Note accrues interest at a rate of 10% per annum, and
matures on June 30, 2020. To secure the repayment of all amounts
due under the terms of the Secured Note, the Company entered into a
Security Agreement, pursuant to which the Company granted to
Funding Corp. a security interest in all assets of the Company. The
first interest payment will be due on June 1, 2018 and each
six-month anniversary thereof until the outstanding principal
balance of the Secured Note is paid in full.
Scot
Cohen, a member of the Company’s Board of Directors and a
substantial stockholder of the Company, owns or controls 31.25% of
Funding Corp.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The
following table sets forth information regarding the beneficial
ownership of our Common Stock as of August 17, 2017 for each person
known by us to be the beneficial owner of more than 5% of our
outstanding shares of Common Stock. Unless otherwise indicated, we
believe that all persons named in the table have sole voting and
investment power with respect to all shares of Common Stock
beneficially owned by them. Set forth below is information
regarding the shares of the Company’s Common Stock which are
owned on August 25, 2017 or which the person has the right to
acquire within 60 days of August 25, 2017 for each director,
executive officer, all directors and executive officers as a group,
and each person who is the beneficial owner of more than five
percent of the outstanding shares of the Company’s Common
Stock.
Name and Address of
Beneficial Owner
(1)
|
|
Number of Shares
Beneficially Owned
|
|
|
Stock Options
Exercisable
within 60 days
|
|
|
Percentage of Shares
Beneficially Owned
(3)
|
|
Position
|
Scot Cohen
|
|
|
2,218,733
|
(2)
|
|
|
1,098,302
|
|
|
|
20.94
|
%
|
Executive Chairman
|
David Briones
|
|
|
-
|
|
|
|
5,000
|
|
|
|
*
|
|
Chief Financial Officer
|
Stephen Brunner
|
|
|
166,667
|
(3)
|
|
|
259,087
|
|
|
|
2.69
|
%
|
President, Operations
|
Glenn C. Pollack
|
|
|
16,709
|
|
|
|
39,662
|
|
|
|
*
|
|
Director
|
John Wallace
|
|
|
-
|
|
|
|
32,570
|
|
|
|
*
|
|
Director
|
Fred Zeidman
|
|
|
-
|
|
|
|
39,654
|
|
|
|
*
|
|
Director
|
All Directors and Officers as a Group (6 persons)
|
|
|
2,400,709
|
(3)
|
|
|
1,474,276
|
|
|
|
24.47
|
%
|
|
_________________
* Less than 1%
(1)
|
Except where otherwise indicated, the address of the beneficial
owner is deemed to be the same address of the Company.
|
|
|
(2)
|
In connection with Scot Cohen, the beneficial owner is a Managing
Member of ICO Liquidating Trust, which beneficially owns 305,431
shares of Common Stock, and Structure Oil Corp., which beneficially
owns 36,813 shares of Common Stock. In addition, he
serves as a director of the Scot Jason Cohen Foundation, which
beneficially owns 34,702 shares of Common
Stock. As a result of these relationships, the
beneficial owner may be deemed, pursuant to Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended (the
“
Exchange
Act
”), to beneficially
own all Common Stock directly owned by such
entities.
|
|
|
(3)
|
Includes stock options exercisable within 60 days of August 25,
2017.
|
|
|
ADDITIONAL INFORMATION
Deadline for Receipt of Stockholder Proposals
Pursuant to Rule 14a-8 under the Exchange
Act, stockholder proposals to be presented at our 2018 Annual
Meeting of Stockholders and included in our Proxy Statement and
form of proxy relating to that Annual Meeting must be received by
us at our principal executive offices at 55 5
th
Avenue, Suite 1702, New York, New
York, 10003, addressed to our Corporate Secretary, not later than
90 days nor more than 120 days prior to the first anniversary of
the preceding year’s Annual Meeting. These proposals must
comply with applicable Delaware law, the rules and regulations
promulgated by the SEC and the procedures set forth in our
Bylaws.
We
reserve the right to reject, rule out of order, or take other
appropriate action with respect to any proposal that does not
comply with these and all other applicable
requirements.
Code of Ethics and Business Conduct
We have adopted a code of ethics that applies to
all of our executive officers, directors and employees. Code of
ethics codifies the business and ethical principles that govern all
aspects of our business. This document will be made available in
print, free of charge, to any stockholder requesting a copy in
writing from the Company, and is available on our corporate website
at
http://petroriveroil.com
.
A form of the code of conduct and ethics was filed as Exhibit 14.1
to our Annual Report on Form 10-K for April 30,
2017.
Other Matters
At
the date of this Proxy Statement, the Company knows of no other
matters, other than those described above, that will be presented
for consideration at the Annual Meeting. If any other business
should come before the Annual Meeting, it is intended that the
proxy holders will vote all proxies using their best judgment in
the interest of the Company and the stockholders.
The
Company’s Annual Report on Form 10-K for the fiscal year
ended April 30, 2017 is being mailed to all stockholders of record
as of the Record Date concurrently with the mailing of this Proxy
Statement. The Annual Report on Form 10-K, which includes
audited financial statements, does not form any part of the
material for the solicitation of proxies.
The
Board of Directors invites you to attend the Annual Meeting in
person. Whether or not you expect to attend the Annual Meeting in
person, please sign, date and return the enclosed proxy card
promptly in the enclosed envelope, so that your shares will be
represented at the Annual Meeting.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED RETURN ENVELOPE. A PROMPT RETURN OF
YOUR PROXY CARD WILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF
FURTHER MAILINGS.
By
order of the Board of Directors
Scot
Cohen
Executive Chairman
PETRO RIVER OIL CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD
OF PETRO RIVER OIL CORP. FOR THE 2017 ANNUAL MEETING OF
STOCKHOLDERS
The
undersigned revokes all previous proxies and constitutes and
appoints Scot Cohen as his or her true and lawful agent and proxy
with full power of substitution in each, to represent and to vote
on behalf of the undersigned all of the shares of Common Stock of
Petro River Oil Corp. (the “
Company
”) which the undersigned is entitled to vote
at the Company’s 2017 Annual Meeting of Stockholders, to be
held at the Company’s New York office, located at 55 5th
Avenue, Suite 1702, New York, New York 10003, on September 28, 2017
at 11:00 a.m., local time, and at any adjournment(s) or
postponement(s) thereof, upon the following proposals more fully
described in the Notice of Annual Meeting of Stockholders and Proxy
Statement for the Annual Meeting (receipt of which is hereby
acknowledged).
This
proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made,
this proxy will be voted FOR Proposals Nos. 1 and 2, which have
been proposed by our Board, and in his or her discretion, upon
other matters as may properly come before the Annual
Meeting.
(continued and to be signed on reverse side)
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☒
Please
mark your votes as indicated in this example.
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1.
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ELECTION OF DIRECTORS
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Nominees
:
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FOR
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WITHHELD
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01
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Scot Cohen
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☐
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☐
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02
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Glen C. Pollack
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☐
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☐
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03
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John Wallace
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☐
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☐
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04
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Fred Zeidman
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☐
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☐
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2.
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RATIFYING THE APPOINTMENT OF GHB CPAs, PC AS PETRO RIVER
OIL CORP.’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
APRIL 30, 2018
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FOR
☐
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AGAINST
☐
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ABSTAIN
☐
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IN HIS OR HER DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING.
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☐
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I WILL ATTEND THE ANNUAL MEETING.
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING
THE ENCLOSED ENVELOPE.
Signature of Stockholder ___________________ Signature of
Stockholder ____________________
IF
HELD
JOINTLY
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Dated: ____________________________________
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Note: This proxy must be signed exactly as
the name appears hereon. When shares are held by joint tenants,
both should sign. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If the signer is a partnership, please sign in partnership
name by authorized person.
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