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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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(b) On
May 8, 2017, Charles Blum and Nathan Shelton tendered to Registrant’s (or “Company”) Board of Directors (“Board”)
their respective resignations from the Board, effective as of the same date thereof. In lieu of cash for Committee fees payable
to Messrs. Blum and Shelton, on May 9, 2017, the Board agreed to vest all the stock options granted to Messrs. Blum and Shelton
on January 1, 2017, to purchase 1,000,000 shares each of common stock of Registrant at $0.05 per share.
(d) On
May 9, 2017, seeking to fill the vacant seats on the Board created by the resignations of Mr. Blum and Mr. Shelton, the Board unanimously
appointed Gary Buchler and Richard Munn to sit on the Board of Directors of the Company. Mr. Buchler will serve on the Audit Committee
of the Board. As Directors, Messrs. Buchler and Munn shall receive compensation under the Company’s current director compensation
policy, pro rata starting as of May 9, 2017.
There are no arrangements or understandings
between Messrs. Buchler and Munn, on the one hand, and any other persons, or the Registrant, on the other hand, pursuant to which
each was selected as a director of the Company. Furthermore, the Company has not been since the beginning of the last fiscal year,
and is not currently proposed to be, a participant in any related party transactions with Messrs. Buchler or Munn within the meaning
of Item 404(a) of Regulation S-K.
Messrs. Buchler and Munn, as members of the
Board of Registrant, will be entitled to receive fees, stock options, warrants or stock which may be granted by the Company to
its directors.
Bios for Mr. Buchler and Mr. Munn are as follows:
Gary Buchler, Director
Gary Buchler is Chief Operating Officer of
the Natural Gas Pipeline business unit of Kinder Morgan, Inc. (NYSE: KMI) and operator of one of the largest interstate pipeline
systems in the United States. With oversight of a combined annual expense/capital budget of $1.3 billion, Mr. Buchler is responsible
for all Engineering, Operations, Environmental, Health and Safety (EHS), and Land Management functions for roughly 70,000 miles
of transmission and gathering pipelines. Mr. Buchler is responsible for the day-to-day management of 3,900 employees, evaluation
and oversight of expansion projects, and the evaluation of potential acquisitions. As Chief Operating Officer of the KM Gas Pipelines,
Mr. Buchler has been instrumental in the acquisition and integration of more than $45 billion in pipeline assets at Kinder Morgan.
Mr. Buchler has held various management positions at Kinder Morgan since 1979, including Vice-President Engineering/Operations
Pipeline Group, Vice-President Eastern Pipeline Operations, Vice-President Engineering and Operations Kinder Morgan Gas Treating/Kinderhawk
Field Services, and Director of Pipeline Integrity. He earned a Bachelor’s Degree in Electrical Engineering from the University
of Iowa and an MBA from the Keller Graduate School of Management.
Richard Munn, Director
Richard W. Munn is one of the top players in
the royalty and mineral arena as demonstrated over the last 15 years with 39 years of industry experience. Of note, he managed
the royalty acquisition teams at Noble Royalties and other companies, closing on the acquisition of approximately $450 million
worth of Royalty and Mineral Interests involving over 50 separate transactions. Mr. Munn has a solid reputation and extensive relationships
with private and public U.S.-based energy producers and mineral holders. He has also managed his own exploration and production
companies. From 2005 to 2007, Mr. Munn chaired the IPAA Business Development Committee and from 2007 to 2009, he chaired the IPAA
Business Development/ Membership Committee. From 2005 to 2007, Mr. Munn chaired the Society of Petroleum Engineers Business Development
Committee. In addition, to his network of oil and gas industry relationships, Mr. Munn is a licensed registered professional geologist
in Wyoming with a B.A. in Geology from the University of Colorado.
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Item 5.08
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Shareholder Director Nominations
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(a) As
previously reported, the Board has established July 14, 2017, as the date of the Company’s 2017 Annual Meeting of Stockholders
(the “2017 Annual Meeting”) and May 15, 2017, as the record date for determining stockholders entitled to notice of,
and to vote at, the 2017 Annual Meeting. Because the Company did not hold an annual meeting the previous year, stockholders of
the Company who wish to nominate a person for election as a director must ensure that written notice of such nomination (including
the Class of Director to which that individual is nominated) is received by the Company’s Secretary at QS Energy Inc., 23902
FM 2978, Tomball, Texas 77375 on or before the close of business on May 23, 2017, which the Company has determined to be a reasonable
time before it expects to begin to print and send its proxy materials. Any such nomination must also meet the requirements set
forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in the proxy
materials for the 2017 Annual Meeting, including submission of notice of the nomination by Schedule 14N required pursuant to §
240.14a-18. The May 23, 2017 deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes
of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c) promulgated under of the Securities Exchange
Act of 1934 (“Exchange Act”).
Also, if the stockholder does not also comply
with the requirements of Rule 14a-4(c)(2) under the Exchange Act, the Company’s proxies may exercise discretionary voting
authority under proxies that the Company’s Board of Directors solicits to vote in accordance with their best judgment on
any such stockholder proposal or nomination. The Company encourages stockholders to seek advice from knowledgeable counsel before
submitting a proposal or a nomination.