Washington, D.C. 20549
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GLYECO, INC.
4802 E. Ray Rd., Ste. 23-408
Phoenix, AZ 85044
Telephone: (866) 960-1539
Dear Fellow Stockholder:
You are cordially invited to attend the 20142015 Annual Meeting of Stockholders of GlyEco, Inc. on Friday, October 24, 2014November 13, 2015, at 10:00 a.m. MST. The meeting will be held at our corporate offices located at 10429 South 51st51st Street, Suite 235,2nd Floor, Phoenix, AZ 85044.
If you plan to attend the annual meeting in person, you must either call or email Matt Hamilton, General Counsel, at (866) 960-1539 Ext. 711 or mhamilton@glyeco.com on or before SeptemberOctober 30, 2014,2015, and ask to have your name placed on the attendance list. Only those whose names appear on the attendance list will be allowed to enter and attend the meeting. Please note that you will need to present picture identification to gain entrance to the meeting.
Enclosed please find our proxy statement and related materials. Whether or not you plan to attend the meeting, your vote is very important, and we encourage you to vote promptly. You may vote your shares over the Internet or by mail by following the instructions on the proxy card. If you do attend the meeting, you will, of course, have the right to revoke the proxy and vote your shares in person. If you hold your shares through an account with a broker, nominee, fiduciary, or other custodian, please follow the instructions you receive from them to vote your shares.
On behalf of the Board of Directors, I would like to express our sincere appreciation for your continued support of GlyEco, Inc.
Sincerely,
/s/ John Lorenz
David Ide
Chief Executive Officer and President
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GLYECO, INC.
4802 E. Ray Rd., Ste. 23-408
Phoenix, AZ 85044
Telephone: (866) 960-1539
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 24, 2014
To Our Stockholders:
The 20142015 Annual Meeting of Stockholders of GlyEco, Inc. will be held on Friday, October 24, 2014,November 13, 2015, at 10:00 a.m. MST, at the company’s corporate offices located at 10429 South 51st51st Street, Suite 235,2nd Floor, Phoenix, AZ 85044, for the following purposes, as more fully described in the accompanying proxy statement:
1. | To elect a board of directors consisting of seven members to serve until the next annual meeting of stockholders or until their successors have been duly elected and qualified; | |
2. | To ratify the selection of | |
3. | To transact such other business as may properly come before the annual meeting. |
Only stockholders of record of the company’s common stock at the close of business on August 29, 2014,September 21, 2015, are entitled to notice of and to vote at our annual meeting or any continuations, adjustments, or postponements thereof. A list of stockholders as of this date will be available during normal business hours for examination at our offices by any stockholder for any purpose relevant to our annual meeting for a period of ten days prior to the annual meeting.
We hope that you can attend the annual meeting in person. However, even if you plan to attend, please vote your proxy as soon as possible, so that we may be assured of a quorum to transact business. If you receive more than one proxy because you own shares registered in different names or addresses, each proxy should be voted. Your proxy is revocable and will not affect your right to vote in person in the event you are able to attend the meeting.
Your attention is directed to the accompanying proxy statement. This proxy statement is first being mailed to stockholders on or about September 12, 2014.
Our annual and quarterly reports are available at the “SEC Filings” link on our website at www.glyeco.com/company.html.
Thank you for your ongoing support of GlyEco. We look forward to seeing you at the annual meeting.
By Order of the Board of Directors, | ||
/s/ Matt Hamilton | ||
Matt Hamilton | ||
General Counsel and Corporate Secretary | ||
Phoenix, Arizona October 2, 2015 |
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TABLE OF CONTENTS
Page No: | ||||
Proxy Statement | ||||
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Directors, Executive Officers and Corporate Governance | 8 | |||
Director Compensation | 15 | |||
Executive Compensation | 16 | |||
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 25 | |||
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Stockholder Proposals | 31 | |||
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GLYECO, INC.
4802 E. Ray Rd., Ste. 23-408
Phoenix, AZ 85044
Telephone: (866) 960-1539
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 24, 2014
This proxy statement contains information related to the 20142015 Annual Meeting of Stockholders of GlyEco, Inc. to be held on Friday, October 24, 2014,November 13, 2015, beginning at 10:00 a.m. local time, at the company’s corporate offices located at 10429 South 51st51st Street, Suite 235,2nd Floor, Phoenix, AZ 85044, and any continuations, adjournments, or postponements thereof. This proxy statement is first being mailed to stockholders on or about September 12, 2014.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
1. Why did I receive these proxy materials?
We are providing this meeting notice, proxy statement, and proxy cards (collectively referred to herein as the “Proxy Materials”) in connection with the solicitation by the Board of Directors of GlyEco, Inc., a Nevada corporation (referred to herein as “GlyEco,” the “Company,” “we,” “us,” and “our”), of proxies to be voted at our 20142015 Annual Meeting of Stockholders (the “Annual Meeting”). The proxies also may be voted at any continuations, adjournments, or postponements of the Annual Meeting. This proxy statement contains information you may use when deciding how to vote in connection with the Annual Meeting.
2. When and where is the Annual Meeting, and who may attend?
The Annual Meeting will be held on Friday, October 24, 2014,November 13, 2015, at 10:00 a.m., local time, at the company’s corporate offices located at 10429 South 51st51st Street, Suite 235,2nd Floor, Phoenix, AZ 85044. Stockholders who are entitled to vote may attend the meeting, as well as our invited guests.
3. Who is entitled to vote at the Annual Meeting?
You are entitled to vote if you owned shares of our common stock as of the close of business on the record date, August 29, 2014.September 21, 2015. Each share of common stock is entitled to one vote and there is no cumulative voting. As of August 29, 2014,September 21, 2015, we had 58,190,64971,303,303 shares of common stock issued and outstanding. Both Nevada law and our Amended and Restated Bylaws require our Board of Directors to establish a record date in order to determine who is entitled to receive notice of the Annual Meeting, and to attend and vote at the Annual Meeting and any continuations, adjournments or postponements of the meeting.
4. What do I need to do to attend the Annual Meeting?
If you plan to attend the Annual Meeting in person, you must either call or email Matt Hamilton, General Counsel, at (866) 960-1539 Ext. 711 or mhamilton@glyeco.com on or before SeptemberOctober 30, 2014,2015, and ask to have your name placed on the attendance list. Only those whose names appear on the attendance list will be allowed to enter and attend the meeting. Please note that you will need to present picture identification to gain entrance to the meeting.
5. What proposals are being presented for stockholder vote at the Annual Meeting?
The following proposals will be considered and voted on at the Annual Meeting:
| 1. | The election of a board of directors consisting of seven members to serve until the next annual meeting of stockholders or until their successors have been duly elected and qualified |
| 2. | The ratification of the selection of |
| 3. | Any other business that may properly come before the meeting. |
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6. How does the Board of Directors recommend that I vote?
The Board of Directors recommends that you vote your shares:
· | Proposal 1 – |
· | Proposal 2 – |
7. Are there any other matters to be acted upon at the Annual Meeting?
We do not know of any other matter to be presented or acted upon at the meeting. If any matters not set forth in the meeting notice included in the Proxy Materials are properly brought before the meeting, the persons named in the enclosed proxy will vote thereon in accordance with their best judgment.
8. How many votes must be present to hold the Annual Meeting?
A majority of the shares entitled to vote on the matters to be considered at the Annual Meeting, or 29,095,32535,651,652 shares, must be present in person or by proxy to hold the Annual Meeting. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for quorum purposes and for all other matters as well. Abstentions and broker non-votes will count for purposes of establishing a quorum but will not count as votes cast on any matter.
9. How many votes are needed to approve the proposals?
· | Proposal 1: To elect a board of directors consisting of seven members to serve until the next annual meeting of stockholders or until their successors have been duly elected and qualified, the seven nominees who receive the most votes cast in their favor shall be elected. Abstentions and broker non-votes will have no effect. |
· | Proposal 2: To ratify the selection of |
10. How do I vote?
In Person at the Annual Meeting
: All stockholders may vote in person at the Annual Meeting.By Internet:
You can vote via the Internet by following the instructions provided in the meeting notice or by accessing the Internet at www.proxyvote.com and following the instructions contained on that website.By Mail
11. What can I do if I change my mind after I vote my shares?
If you are a stockholder of record, you can revoke your proxy before it is exercised by (1) sending written notice to Matt Hamilton, General Counsel, at 4802 E. Ray Rd. Ste. 23-408, Phoenix, AZ 85044 (2) timely delivering a valid, later-dated proxy, (3) voting again over the Internet prior to meeting date and time, or (4) voting by ballot at the Annual Meeting. No such revocation will be effective, however, unless received by us at or prior to the Annual Meeting. Simply attending the meeting does not revoke your proxy.
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12. What if I do not specify a choice for a matter when returning a proxy?
Proxies that are signed and returned but do not contain voting instructions will be voted (1) “FOR” the election of each of John Lorenz,Dwight Mamanteo, David Ide, Michael Jaap, Richard Q. Opler, Keri Smith, Dwight Mamanteo, David Ide,Karim Babay, Charles Trapp, and Melvin L. KeatingFrank Kneller as directors of the Company, (2) “FOR”FOR” the ratification of the selection of Semple, MarchalKMJ Corbin & Cooper,Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014,2015, and (3) in accordance with the best judgment of the named proxies on any other matters properly brought before the meeting.
If necessary, and unless the shares represented by the proxy are voted in a manner contrary to the manner described in the preceding sentence, the persons named in the proxy may also vote in favor of a proposal to recess the Annual Meeting and to reconvene it on a subsequent date or dates, without further notice, in order to solicit and obtain sufficient votes to approve or disapprove any matters being considered at the Annual Meeting.
13. Will my shares be voted if I do not provide my proxy or instruction form?
If you are a stockholder of record and do not provide a proxy, you must attend the Annual Meeting in order to vote.
14. What does it mean if I receive more than one meeting notice?
If you received multiple meeting notices, it means that you hold your shares in different ways or in multiple accounts. You should vote all of your shares either in person, by Internet, or by mail.
15. Who will pay for the cost of this proxy solicitation?
We will bear the cost of this proxy solicitation.
16. May stockholders ask questions at the Annual Meeting?
Yes. The Chairman will answer questions from stockholders during the designated question and answer period of the meeting. In order to provide an opportunity for everyone who wishes to ask a question, stockholders may be limited to two minutes each to present their question. When speaking, stockholders must direct questions to the Chairman and confine their questions to matters that relate directly to the business of the meeting. Stockholders will not be able to make statements.
17. Are there any rights of appraisal or similar rights of dissenters with respect to any matter to be acted upon at the Annual Meeting?
Under the Nevada Revised Statutes, stockholders do not have any dissenters’ appraisal rights with respect to the matters to be acted upon at the Annual Meeting.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The members of the Board of Directors of the Company serve until the next annual meetingfor a period of stockholdersone year or until their successors have been dulyhis/her successor is elected and qualified. The executive officers of the Company are appointed by our Board of Directors and hold office until their death, resignation, or removal from office. The following table sets forth certain information with respect to the current directors, director nominees, and executive officers of the Company:
Name | Age | Position | Director Since | ||||
David Ide | 42 | Chief Executive Officer, President, and | October 24, 2014 | ||||
Dwight Mamanteo | 46 | Chairman of the Board | January 15, 2014 | ||||
Michael Jaap | 59 | Director | November 28, 2011 | ||||
Richard Q. Opler | 60 | Director | July 29, 2013 | ||||
Keri Smith | 50 | Director | July 29, 2013 | ||||
Charles Trapp | 66 | Director | May 22, 2015 | ||||
Frank Kneller | 57 | Director | August 17, 2015 | ||||
Karim Babay | 41 | Director Nominee | - | ||||
Richard Geib | 68 | Chief Technical Officer | - | ||||
David Ide – Chairman, Chief Executive Officer and President.
Dwight Mamanteo – Chairman of the Board. Mr. LorenzMamanteo became a director of the Company on January 15, 2014. On January 21, 2015, the Board of Directors appointed him to serve as Chairman of the Board, effective February 1, 2015. Since November 2004, Mr. Mamanteo has served as a founderPortfolio Manager at Wynnefield Capital, Inc. Since March 2007, Mr. Mamanteo has served on the Board of Directors of MAM Software Group, Inc. (NASDAQ: MAMS), a provider of innovative software and management, financial and strategic consultant todata solutions for a numberwide range of emerging, public and private companies.businesses, including those in the automotive aftermarket. Mr. Lorenz founded Environmental Waste of America, Inc. (“EWA”) in 1986, where he participated in virtually all management aspectsMamanteo serves as the Chairman of the solid waste industry, including acquisitionsCompensation Committee and integration. Heas a member of the Audit and Governance Committees. From June 2013 to October 2014, Mr. Mamanteo served on the Board of Directors of ARI Network Services, Inc. (NASDAQ: ARIS), a provider of products and solutions that serve several vertical markets with a focus on the outdoor power, power sports, marine, RV, and appliance segments. Mr. Mamanteo served as President, Chief Executive Officer,the Chairman of the Governance Committee and as a member of the Compensation Committee. From March 2012 to April 2012, Mr. Mamanteo served on the Board of Directors of CDC Software Corp. (NASDAQ: CDCS), a provider of Enterprise CRM and ERP software designed to increase efficiencies and profitability. Mr. Mamanteo served as a member of the Audit Committee. From April 2009 to November 2010, Mr. Mamanteo served on the Board of Directors of EasyLink Services International Corp. (NASDAQ: ESIC), a provider of on demand electronic messaging and transaction services that help companies optimize relationships with their partners, suppliers and customers. Mr. Mamanteo served as a member of the Compensation and Governance & Nominating Committees. From December 2007 to November 2008, Mr. Mamanteo served on the Board of Directors and as the Chairman of PetWatch Animal Hospitals, Inc. (a private company), a provider of primary care and specialized services to companion animals through a network of fully owned veterinary hospitals. Mr. Mamanteo received an M.B.A. from the Columbia University Graduate School of Business and a directorBachelor of EWA between 1986 and 1997 until its merger with Envirofil, Inc., a public company that is now Waste Management, Inc. In addition, Mr. Lorenz was formerly a founder, director, and Chief Executive Officer of Automotive Services of America. EarlierScience in his career, Mr. Lorenz worked as a financial, marketing, and political consultant, doing media, market, and public opinion research. Mr. Lorenz has articles on diachronic survey research, and is an author and editor of the book, The Political Image Merchants, published in 1971. Mr. Lorenz is an “inventor” on patents and is a frequent lecturer at Universities in the United States on capital, financial strategies, and equity development. Mr. Lorenz holds an Adjunct Professorship at MarylhurstElectrical Engineering from Concordia University and is preparing a book for publication in 2014 on financial strategies in challenging economic environments. Mr. Lorenz is an active triathlete and regularly competes in triathlons and marathons in the US. Mr. Lorenz holds an undergraduate degree with honors from the University of Portland, and a master’s degree from the University of Chicago.
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Michael Jaap – Director.
Mr. Jaap has had an extensive career in the field of nonferrous scrap metal recycling, including the areas of copper recycling and copper related raw material feed procurement. Mr. Jaap has worked with companies such as Amax Copper, where he held positions of purchasing copper and precious metal based scrap. Mike also worked for Commercial Metals, where he ran the yard operations of their Los Angeles facility. Mr. Jaap worked for Metal Traders, Warrenton Refining Company, owned by Phillip Anschutz. Mr. Jaap was involved with scrap copper procurement and copper ingot sales. Cyprus Copper Company acquired Warrenton, and Mr. Jaap worked for the Cyprus Copper Division in Phoenix AZ. The sale of Warrenton by Cyprus prompted Mr. Jaap to set up his own companies over the next 19 years. These companies include Copper Consulting Industries, DeReelTech, Southwest Metals, Commodity Choppers, INTL Sieramet, Carbontech, JPH LLC and other ventures not specific to the recycling industry. Mr. Jaap currently owns and operates a copper recycling facility in Indiana, and is an active member of Southwest Metals in Glendale, AZ. Mr. Jaap is a graduate of Michigan State University with a BS in Microbiology and Public Health.Richard Q. Opler – Director.
Since 1998, Mr. Opler has worked in real estate development. Previously Mr. Opler held careers as a commercial real estate agent, VP of Finance for a technology startup firm, and VP of a business consulting and venture capital firm. He also served as director at certain companies. From 1977 to 1985 he worked at World’s Finest Chocolate. Mr. Opler received a Bachelor’s degree from Duke University in 1977 and a Master’s degree in business from the University of Chicago in 1981.Keri Smith – Director.
Ms. Smith has 25 years of experience in Securities Services, during which she has occupied many significant operational and management positions. From 2009 to 2012, Ms. Smith served asCharles Trapp – Director.
Frank Kneller – Director. Mr. Kneller is currently the Chief Operating Officer of Verengo Solar, a leading residential solar installation business that was founded in 2008 and grew rapidly to be a top 5 installer by 2014. Kneller was recruited to Verengo Solar last October for his successful track record of driving operational excellence at multiple companies and across several different industries. In eight months, Kneller executed a turnaround project that reduced expenses and increased revenues in the strategic solar market of Southern California. From 2010 to 2014, Kneller served as the ChairmanVice President of Sales & Operations at Sears Holding Company, where he led sales and operations with full profit and loss responsibility of $1.3B, 740+ corporate stores, six franchise stores, multiple call centers, and over 12,000 associates. From 2007 to 2010, he served as the Chief Executive Officer of Aquion Water Treatment Products, a $250M global manufacturer and marketer of water treatment equipment and water quality solutions, where he was selected by the board to lead the revitalization of the Compensation Committeecompany and was responsible for a total reorganization of the business.
Karim Babay – Director Nominee. Mr. Babay is currently the President and Chief Investment Officer of Intrinsic Value Investment Partners, a hedge fund that is value focused.Mr. Babay has over 15 years of global investing and corporate finance experience allocating capital across the capital structure (credit and equity), angel investing, liquid and illiquid investments in securities. Mr. Babay started his Wall Street career at Lehman Brothers’ Mergers and Acquisition department. As a result of his stellar achievements, Mr. Babay was invited to join the Center of Excellence team of Principal Investing and, later joined the Capital Structure Arbitrage desk. A notable achievement at the global macro level was Mr. Babay’s call of the Housing Market Bubble in late 2005, which was mentioned in Larry McDonald’s book, “Colossal Failure of Common Sense.”Mr. Babay left Lehman Brothers in 2006 and joined Foxhill Capital, a distressed/ special situation hedge fund, as a partner and member of the Auditinvestment committee. Prior to his Wall Street experience, Mr. Babay implemented the global strategy for various international companies across the Middle East and Governance Committees. Since June 2013, Europe.Mr. MamanteoBabay is proficient in three languages, English, French and Arabic, and possesses significant knowledge and understanding of global trends and their impact on current market conditions. Mr. Babay has served onpublished numerous studies and analysis while at Columbia University. Mr. Babay is a member of the Board of Directors of ARI Network Services, Inc. (NASDAQ: ARIS)the Arab Bankers Association of North America (ABANA), a provider of productsOverground Arts Alliance, and solutions that serve several vertical markets with a focus on the outdoor power, power sports, marine, RV, and appliance segments. Mr. Mamanteo serves as the Chairman of the Governance Committee and as a member of the Compensation Committee. From March 2012 to April 2012, Mr. Mamanteo served on the Board of Directors of CDC Software Corp. (NASDAQ: CDCS), a provider of Enterprise CRM and ERP software designed to increase efficiencies and profitability. Mr. Mamanteo served as a member of the Audit Committee. From April 2009 to November 2010, Mr. Mamanteo served on the Board of Directors of EasyLink Services International Corp. (NASDAQ: ESIC), a provider of on demand electronic messaging and transaction services that help companies optimize relationships with their partners, suppliers and customers. Mr. Mamanteo served as a member of the Compensation and Governance & Nominating Committees. From December 2007 to November 2008, Mr. Mamanteo served on the Board of Directors and as the Chairman of PetWatch Animal Hospitals, Inc. (a private company), a provider of primary care and specialized services to companion animals through a network of fully owned veterinary hospitals. Mr. Mamanteo received an M.B.A. from the Columbia University Graduate School of Business and a B.Eng. in Electrical Engineering from Concordia University (Montreal).
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Richard Geib – Chief Technical Officer.
Mr. Geib was appointed as the Chief Technical Officer of the Company upon the consummation of the merger. Mr.Significant Employees
The Company also relies on the following employees to make significant contributions to its business:
Todd Smith – Chief Operating Officer.
Grant Sahag, Esq. – Executive Vice President and Chief Business DevelopmentInformation Officer.
Maria Tellez – Vice President of Finance. As Vice President of Finance, Ms. Lorenz founded CyberSecurity Group, Inc. (dba Market Tactics) in 2000 to assist developing technologies into innovative and marketable products. She has synthesized a twenty-one year background in computer systems engineering, corporate development and marketing into a resourceTellez is responsible for creativity and business acumen. Clients include Apple’s iPhone application developers center and Digital Ghost. She provides in-depth knowledgethe oversight of corporate branding, market validation, product development and positioning, consumer sales, and viral marketing. She has placed dozens of successful product lines with retailers including Best Buy, Office Depot, Amazon.com and Costco Wholesale.the Company’s financial systems. Prior to founding CyberSecurity Group, Inc.,being named as Vice President of Finance, Ms. Tellez served as the Company’s Controller. Ms. Tellez has over 15 combined years of accounting, audit, and controllership experience. Since 2008 until joining the Company, Ms. Tellez served as the Assistance Controller of Empereon Marketing / Constar Financial Services, where she assisted in the documentation, development, implementation, and management of the company’s internal control processes and procedures. From 2004 to 2008, she performed audit and review procedures as an Auditor with KMJ Corbin & Company, LLP. From 1999 to 2004, she was a founding partner atSenior Accountant with Bechtel Corporation, where she managed a top ranked marketing representative's firm. She createdstaff of accountants in the company’s international sales division, devising channelbilling, compliance, contracts, and localization strategies which grew sales to over $40 Million per year. Clients included Hewlett-Packard’s PC division, Hitachi Hard Drives, Creative Labs, Lexmark Printers, PNY Electronics, Umax Technologies, and Fuji Digital Cameras. She attendedgeneral ledger departments. Ms. Tellez earned a Bachelor of Science (B.S.) degree in Accounting/Finance from the University of Washington receiving herArizona in 1998.
Matt Hamilton, Esq. – General Counsel and Corporate Secretary. Mr. Hamilton joined the Company upon earning his Juris Doctor (J.D.) degree from the Sandra Day O'Connor College of Law at Arizona State University in 2012. Mr. Hamilton's focus prior to joining the Company was in pro bono legal work. He worked at the College of Law's Civil Justice Clinic, where he and a colleague argued a pro bono case before the Arizona Court of Appeals, and he volunteered at the Arizona Center for Disability Law, where he focused on know-your-rights literature. Mr. Hamilton was a William H. Pedrick Scholar at the College of Law and served as Executive Managing Editor of the Sports and Entertainment Law Journal. Mr. Hamilton is admitted to practice law in the State of Arizona. He graduated summa cum laude with a Bachelor of ArtsScience (B.S.) degree in Business Administration, has earned several technical certifications, and is an authorized instructor for a number of computing platforms.
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Family Relationships
Keri Smith and Todd Smith are siblings. No other family relationship exists between the individuals listed above that is reportable under Item 401(d) of Regulation S-K.
Involvement in Certain Legal Proceedings
During the past ten years, none of our directors or executive officers has been:
o | the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
o | convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
o | subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
o | found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated; |
o | subject of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
o | subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Employment / Consulting Agreements
Richard Geib
- On August 4, 2014, the Company entered into a Consulting Agreement with Richard Geib, the Company’s Chief Technical Officer. The Consulting Agreement superseded the terms of the Consulting Agreement previously entered into between Global Recycling Technologies, Ltd., a Delaware corporation (“Global Recycling”), and Mr. Geib on May 3, 2010, which the Company assumed upon the consummation of a reverse triangular merger with Global Recycling on November 28, 2011.The Consulting Agreement is for a term of two years and may be extended for additional one-year terms by written agreement. Pursuant to the Consulting Agreement, Mr. Geib will assist in the further development and implementation of the Company’s proprietary technology for recycling glycol, the GlyEco TechnologyTM, and perform such other duties as requested by the Company’s Chief Executive Officer. In consideration for his services during the term, the Company will compensate Mr. Geib with an initial engagement fee of $50,000, a monthly consulting fee of $12,500 per month for the first year of the term, a to be determined monthly consulting fee for the second year of the term, and a total of 2,700,000 warrants to purchase shares of GlyEco common stock, par value $0.0001 per share, at an exercise price of $0.73 per share, of which half shall vest immediately and the remaining amount shall vest on August 4, 2015.
David Ide - On September 4, 2015, the Company entered into a Consulting Agreement with David Ide, the Company’s Chief Executive Officer and President. The Agreement supersedes the terms of the Consulting Agreement previously entered into between the Company and Mr. Ide on February 15, 2015.
Pursuant to the Agreement, the Company has engaged Mr. Ide to continue to serve as the Company’s Chief Executive Officer and President and to have the duties and responsibilities ascribed to such positions in the Company’s Amended and Restated Bylaws. Mr. Ide’s engagement under the Agreement commences on September 1, 2015 (the “Effective Date”), and shall continue until April 30, 2016. Thereafter, Mr. Ide’s engagement may be extended by a subsequent written agreement.
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In consideration for his services during the term, the Company will compensate Mr. Ide with a base salary of $16,667.67 per month of which 50% will be paid in cash and 50% will be paid in restricted common stock, which restricted stock shall be granted at the end of each fiscal quarter and shall be priced at the closing price of the Company’s common stock on the last trading day of each fiscal quarter. Mr. Ide will also receive a one-time bonus of $167,667 worth of restricted common stock priced as of the Effective Date at $0.11 per share. This restricted common stock shall vest only upon meeting the following metrics: 50% shall vest upon the Company achieving a year-over-year revenue increase of at least 20% for the first half of fiscal year 2016, and 50% shall vest upon the Company achieving EBITDA positive results for the first half of fiscal year 2016.
Director Independence
The Board of Directors has determined that each of the following qualifyqualifies as an “independent director” as defined by Section 10A(m)(3)(ii) of the Exchange Act and Rule 5065(a)(2) of the NASDAQ Marketplace Rules: Dwight Mamanteo, Michael Jaap, Richard Q. Opler, Keri Smith, Dwight Mamanteo, Charles Trapp, Frank Kneller, and Karim Babay.
David Ide and Melvin L. Keating.
Board Oversight of Risk Management
The Board of Directors has responsibility for general oversight of risks facing the Company. The Board is informed by senior management on areas of risk facing the Company and periodically conducts discussions regarding risk assessment and risk management. The Board believes that evaluating how the executive team manages the various risks confronting the Company is one of its most important areas of oversight. The Board’s Audit Committee reviews and assesses the Company’s processes to manage financial reporting risk and to manage investment, tax, and other financial risks.
Code of Business Conduct and Ethics
On August 5, 2014, the Board of Directors of the Company adopted a Code of Business Conduct and Ethics (the “Code of Business Conduct and Ethics”), which sets forth legal and ethical standards of conduct applicable to all directors, officers, and employees of the Company.
The Code of Business Conduct and Ethics supersedes and replaces the Code of Ethics previously adopted by the Board of the Company on January 20, 2012 (the “Prior Code”). The adoption of the Code of Business Conduct and Ethics did not relate to, or result in, any waiver, explicit or implicit, of any provision of the Prior Code.
A copy of the Code of Business Conduct and Ethics may be requested, free of charge, by sending a written communication to Matt Hamilton, General Counsel, at 4802 E. Ray Rd. Ste. 23-408, Phoenix, AZ 85044. The Code of Business Conduct and Ethics has also been posted on the Company’s website, www.glyeco.com.
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Committees of the Board of Directors and Meeting Attendance
Our Board of Directors has an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee, each of which has the composition and responsibilities described below.
Audit Committee
Our Audit Committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements, including the following:
● | monitors the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent registered public accounting firm; | |
● | assumes direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm; | |
● | provides a medium for consideration of matters relating to any audit issues; and | |
● | prepares the audit committee report that the rules require be included in our filings with the SEC. |
The members of our Audit Committee are Charles Trapp, Richard Q. Opler, Michael Jaap, and Dwight Mamanteo.Frank Kneller. Mr. OplerTrapp serves as chairperson of the committee. The Board of Directors has determined that Mr. OplerTrapp meets the criteria of an “audit committee financial expert” (as defined under Item 407(d)(5)(ii) of Regulation S-K. Mr. OplerTrapp is also an “independent director” as defined by Section 10A(m)(3)(B)(ii) of the Exchange Act and Rule 5065(a)5605(a)(2) of the NASDAQ Marketplace Rules.
The Board ofBoardof Directors has adopted a written charter for the Audit Committee, a copy of which can be accessed online at www.glyeco.com/corporategov.html.
Compensation Committee
Our Compensation Committee reviews and recommends policy relating to compensation and benefits of our directors and executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other senior officers, evaluating the performance of these persons in light of those goals and objectives and setting compensation of these persons based on such evaluations. The Compensation Committee reviews and evaluates, at least annually, the performance of the compensation committee and its members, including compliance of the Compensation Committee with its charter.
The members of our Compensation Committee are Michael Jaap, Richard Q. Opler, Dwight Mamanteo, and John Lorenz.Frank Kneller. Mr. Jaap serves as chairperson of the committee.
The Board ofBoardof Directors has adopted a written charter for the Compensation Committee, a copy of which can be accessed online at www.glyeco.com/corporategov.html.
Governance and Nominating Committee
The Governance and Nominating Committee oversees and assists our Board of Directors in identifying, reviewing and recommending nominees for election as directors; evaluating our Board of Directors and our management; developing, reviewing and recommending corporate governance guidelines and a corporate code of business conduct and ethics; and generally advises our Board of Directors on corporate governance and related matters.
The members of our Governance and Nominating Committee are Frank Kneller and Dwight Mamanteo, Richard Q. Opler, Michael Jaap, John Lorenz, and Keri Smith.Mamanteo. Mr. MamanteoKneller serves as chairperson of the committee.
The Board ofBoardof Directors has adopted a written charter for the Governance and Nominating, a copy of which can be accessed online at www.glyeco.com/corporategov.html.
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Attendance
During the fiscal year ended December 31, 2013,2014, the Board held threenine meetings and took action by written consent on two occasions.one occasion. Each member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served).
The Company does not have a written policy requiring directors to attend the annual meeting of stockholders, but attendance is encouraged. In 2013, two2014, all of the directors attended our annual meeting of stockholders. We presently anticipate that at least one director will attend this year’s annual meeting of stockholders.
Director Nomination
The Governance and Nominating Committee has nominated John Lorenz,Dwight Mamanteo, David Ide, Michael Jaap, Richard Q. Opler, Keri Smith,Charles Trapp, and Dwight Mamanteo,Frank Kneller, each of whom is a current member of the Board, for re-election at the Annual Meeting. The committeeCommittee has also nominated David Ide and Melvin L. KeatingKarim Babay for election to the Board as a new members.
The Board of Directors seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight obligations effectively. In selecting Board candidates, it is the Governance and Nominating Committee’s goal to identify persons who it believes have appropriate expertise and experience to contribute to the oversight of a company of the Company’s nature while also reviewing other appropriate factors.
The Board of Directors believes that each of the persons nominated for election at the Annual Meeting have the experience, qualifications, attributes and skills that, when taken as a whole, will enable the Board to satisfy its oversight responsibilities effectively.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.
Section 16(a) were not timely filedof the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission:
Based on a review of the copies of such reports, to the knowledge of the Company, all Section 16(a) filing requirements applicable to its executive officers, directors, and greater than 10% stockholders were paid $500 per quarter for sitting on the Board of Directors. Beginning in the fourth quarter of 2013, director compensation was increased to $600 per quarter.
| Director | Fees Earned or Paid in Cash | All Other Compensation | Stock Awards | Total | ||||||||||||||||||
John Lorenz | $ | 2,100 | (1) | $ | 205,000 | (1) | $ | 198,090 | (1) | $ | 405,190 | |||||||||||
James Flach | $ | 1,000 | (2) | $ | $ | - | $ | 1,000 | ||||||||||||||
Michael Jaap | $ | 2,100 | (3) | $ | 2,000 | (3) | $ | 44,020 | (3) | $ | 48,120 | |||||||||||
William Miller | $ | 1,000 | (4) | $ | 72,000 | (4) | $ | - | $ | 73,000 | ||||||||||||
Joseph Ioia | $ | 2,100 | (5) | $ | 74,069 | (5) | $ | 44,020 | (5) | $ | 120,189 | |||||||||||
Rick Opler | $ | 600 | (6) | $ | $ | 22,010 | (6) | $ | 22,610 | |||||||||||||
Keri Smith | $ | 600 | (7) | $ | $ | 22,010 | (7) | $ | 22,610 | |||||||||||||
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DIRECTOR COMPENSATION
The table below sets forth the Compensation paid to our Directors during the fiscal year ended December 31, 2014.
Director Fees Earned or Paid in Cash All Other Compensation Stock Awards Total Michael Jaap Everett Alexander Joseph Ioia (3) Richard Q. Opler Keri Smith Dwight Mamanteo David Ide $ 2,000 (1) $ - $ 10,155 (1) $ 12,155 $ 1,500 (2) $ - $ 18,900 (2) $ 20,400 $ 1,500 (3) $ 82,332 $ - $ 83,832 $ 2,000 (4) $ - $ 5,475 (4) $ 7,475 $ 2,000 (5) $ - $ 5,475 (5) $ 7,475 $ 2,000 (6) $ - $ 25,920 (6) $ 27,920 $ 500 (7) $ - $ 10,950 (7) $ 11,450
____________
(1) | Mr. |
| $4,680. Mr. Jaap was |
(2) | Mr. |
(3) | Mr. Ioia, who until August 22, 2014, was a member of our Board of Directors, was paid |
(4) | Mr. Opler was paid $2,000 as compensation for sitting on the Board of Directors. |
(5) | Ms. Smith was paid $2,000 as compensation for sitting on the Board of Directors. Ms. Smith was granted on December 18, 2014, 25,000 shares of Common Stock issuable upon the exercise of options at $0.30 per share until December 18, 2024. 12,500 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, in accordance with FASB ASC 718, was $5,475. |
(6) | Mr. Mamanteo was paid $2,000 as compensation for sitting on the Board of Directors. Mr. Mamanteo was granted on January 15, 2014, 50,000 shares of Common Stock issuable upon the exercise of options at |
(7) | Mr. Ide was paid $500 as compensation for sitting on the Board of Directors. Mr. Ide was granted on December 18, 2014, 50,000 shares of Common Stock issuable upon the exercise of options at $0.30 per share until December 18, 2024. 25,000 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, in accordance with FASB ASC 718, was $10,950. |
The following table sets forth all plan and non-plan compensation for the last two completed fiscal years paid to all individuals who served as the Company’s principal executive officer (“PEO”), principal financial officer (“PFO”), or acting in similar capacity during the last completed fiscal year, regardless of compensation level, and other individuals as required by Item 402(m)(2) of Regulation S-K. We refer to all of these individuals collectively as our “named executive officers.”
Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Warrant Awards ($) | Option Awards ($)(15) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||||||
John Lorenz, President and CEO (PEO) | 2013 | $ | 175,000 | $ | 30,000 | $ | - | $ | 198,090 | (1) | $ | - | $ | - | $ | 2,100 | (8) | $ | 405,190 | |||||||||||||||||||||
2012 | 137,500 | - | - | 36,135 | (1) | - | - | 13,000 | (9) | 186,635 | ||||||||||||||||||||||||||||||
Kevin Conner, CFO (PFO) | 2013 | - | - | - | - | - | 31,775 | (10) | 31,775 | |||||||||||||||||||||||||||||||
2012 | - | - | - | 4,015 | (2) | - | 72,245 | (10) | 76,260 | |||||||||||||||||||||||||||||||
Alicia Williams Young, CFO (PFO) | 2013 | 100,500 | 17,500 | - | 132,060 | (3) | - | - | 250,060 | |||||||||||||||||||||||||||||||
2012 | 58,500 | 1,500 | - | 28,507 | (3) | - | - | 19,500 | (11) | 108,007 | ||||||||||||||||||||||||||||||
Richard Geib, Chief Technical Officer | 2013 | - | - | 58,000 | (4) | 44,020 | (5) | - | - | - | 102020 | |||||||||||||||||||||||||||||
2012 | - | - | 4,940 | (4) | - | - | - | - | 4,940 | |||||||||||||||||||||||||||||||
Janet Carnell Lorenz, Chief Business Development Officer | 2013 | - | 5,000 | - | 132,060 | (6) | - | - | 108,000 | (12) | 245,060 | |||||||||||||||||||||||||||||
2012 | - | - | 28,105 | (6) | - | - | 77,000 | (13) | 105,105 | |||||||||||||||||||||||||||||||
Todd Smith, Chief Operating Officer | 2013 | 120,000 | 5,000 | - | 132,060 | (7) | - | - | 257,060 | |||||||||||||||||||||||||||||||
2012 | 69,000 | - | 34,128 | (7) | - | - | 21,000 | (14) | 124,128 | |||||||||||||||||||||||||||||||
Name & Principal Position Year Salary ($) Bonus ($) Warrant Awards ($) Option Awards ($)(9) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) John Lorenz, 2014 President and CEO (PEO) 2013 Alicia Williams Young, 2014 CFO (PFO) 2013 Richard Geib, 2014 Chief Technical Officer 2013 Janet Carnell Lorenz, 2014 Chief Business Development Officer 2013 Todd Smith, 2014 Chief Operating Officer 2013 $ 130,385 $ - $ - $ 0 (1) $ - $ - $ 2,000 (7) $ 132,385 175,000 30,000 - 198,090 (1) - - 2,100 (7) 405,190 95,769 - - 16,254 (2) - - - 112,023 100,500 17,500 - 132,060 (2) - - 250,060 - - 582,718 (3) 0 (4) - - 119,668 702,386 - - 58,000 (3) 44,020 (4) - - - 102,020 14,769 - - 11,574 (5) - - 84,500 (8) 110,843 - 5,000 - 132,060 (5) - - 108,000 (8) 245,060 98,615 - - 0 (6) - - - 98,615 120,000 5,000 - 132,060 (6) - - - 257,060
____________
(1) | The estimated value of the options issued to Mr. John Lorenz is based on the Black-Scholes method. See the disclosure below under “Option/SAR Grants in Fiscal Years Ended December 31, |
(2) | |
The estimated value of options issued to Ms. Williams Young is based on the Black-Scholes method. See disclosure below under “Option/SAR Grants in the Fiscal Years Ended December 31, |
(3) | The estimated value of the warrants issued to Mr. Geib is based on the Black-Scholes method. See disclosure below under “Options/SAR Grants in the Fiscal Years Ended December 31, |
(4) | The estimated value of the options issued to Mr. Geib is based on the Black-Scholes method. See disclosure below under “Options/SAR Grants in the Fiscal Years Ended December 31, |
(5) | The estimated value of the options issued to Ms. Carnell Lorenz is based on the Black-Scholes method. See disclosure below under “Options/SAR Grants in the Fiscal Year Ended December 31, |
(6) | The estimated value of the options issued to Mr. Smith is based on the Black-Scholes method. See disclosure below under “Options/SAR Grants in the Fiscal Years Ended December 31, |
(7) | Consisted $2,100 and $2,000 paid to Mr. Lorenz as compensation for being a |
(8) | |
Consisted of consulting service fees paid to Ms. Carnell Lorenz by the Company. Ms. Carnell Lorenz provided marketing consulting services to the Company through Market Tactics, Inc., a corporation solely owned by Ms. Carnell Lorenz. Neither Ms. Carnell Lorenz nor Market Tactics has a formal written consulting agreement with the Company. Ms. Carnell Lorenz, by and through Market Tactics, was paid on a monthly basis and earned $7,500 from January 2013 to March 2013 and $9,500 from April 2013 to December 2013. | |
(9) | These amounts represent full grant date fair value of these awards, in accordance with the Financial Accounting Standard Board’s (“FASB”) ASC Topic 718. Assumptions used in the calculation of dollar amounts of these awards are included in Note |
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Option/SAR Grants in Fiscal Year Ended December 31, 2014
In 2014, our named executive officers were granted the following:
Ms. Williams Young was granted on June 30, 2014, 43,043 shares of Common Stock issuable upon the exercise of options at $0.69 per share until June 30, 2024. 21,521 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, was $11,574.
Ms. Williams Young was also granted on September 30, 2014, 10,000 shares of Common Stock issuable upon the exercise of options at $0.66 per share until September 30, 2024. 5,000 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, was $4,680.
Ms. Carnell Lorenz was granted on June 30, 2014, 43,043 shares of Common Stock issuable upon the exercise of options at $0.69 per share until June 30, 2024. 21,521 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, was $11,574.
Mr. Geib was granted on August 4, 2014, 2.7 million shares of Common Stock issuable upon the exercise of warrants at $0.73 per share until August 4, 2019. 1,350,000 of the warrants vested immediately upon grant with the balance of the warrants vesting twenty-five percent each quarter beginning on December 31, 2014. The aggregate grant date estimated fair value of the warrants vested in 2014, determined by the Black-Scholes method, was $582,718.
Option/SAR Grants in Fiscal Year Ended December 31, 2013
In 2013, our named executive officers were granted the following:
Mr. Lorenz was granted on September 20, 2013, 450,000 shares of Common Stock issuable upon the exercise of options at $1.00 per share until September 20, 2023. 225,000 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, was $198,090. Ms. Williams Young was granted on September 20, 2013, 300,000 shares of Common Stock issuable upon the exercise of options at $1.00 per share until September 20, 2023. 150,000 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, was $132,060. Mr. Geib was granted on September 20, 2013, 100,000 shares of Common Stock issuable upon the exercise of options at $1.00 per share until September 20, 2023. 50,000 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, was $44,020. Pursuant to his consulting agreement, Mr. Geib was also issued 100,000 shares of Common Stock issuable upon the exercise of warrants at $0.50 per share until May 3, 2018. The aggregate grant date estimated fair value of these warrants, determined by the Black-Scholes method, was $58,000. Ms. Carnell Lorenz was granted on September 20, 2013, 300,000 shares of Common Stock issuable upon the exercise of options at $1.00 per share until September 20, 2023. 150,000 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, was $132,060. Mr. Smith was granted on September 20, 2013, 300,000 shares of Common Stock issuable upon the exercise of options at $1.00 per share until September 20, 2023. 225,000 of the options granted vested immediately upon grant with the balance of the options vesting fifty percent on each of the next two anniversaries of the grant date. The aggregate grant date estimated fair value of these options, determined by the Black-Scholes method, was $132,060.
Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information for the named executive officer regarding the number of shares subject to both exercisable and unexercisable stock options and warrants, as well as the exercise prices and expiration dates thereof, as of December 31,
2014. Name Number of Securities underlying Unexercised Options and Warrants (#) Exercisable Number of Securities underlying Unexercised Options and Warrants (#) Unexercisable Option/Warrant Exercise Price ($/Sh) Option/Warrant Expiration Date John Lorenz 2/15/2016 6/27/2021 6/27/2021 10/25/2021 12/5/2022 9/20/2023 Alicia Williams Young 6/27/2021 10/25/2021 12/5/2022 9/20/2023 06/30/2024 09/30/2024 Richard Geib 5/3/2016 5/3/2017 8/4/2017 12/31/2017 3/31/2018 5/3/2018 6/30/2018 9/30/2018 6/27/2021 6/27/2021 10/25/2021 9/20/2023 Todd Smith 10/25/2021 12/5/2022 9/20/2023 Janet Carnell Lorenz 6/27/2021 6/27/2021 10/25/2021 12/5/2022 9/20/2023 06/30/2024 Stock Option Plans Third Amended and Restated 2007 Stock Incentive Plan Upon the consummation of the merger, Global Recycling’s Third Amended and Restated 2007 Stock Incentive Plan (the “2007 Stock Plan”) was assumed by the Company. The following is a summary of certain of the more significant provisions of the 2007 Stock Plan. The statements contained in this summary concerning the provisions of the 2007 Stock Plan are merely summaries and do not purport to be complete. They are subject to and qualified in their entirety by the actual terms of the 2007 Stock Plan. A copy of the 2007 Stock Plan has been incorporated by reference as Exhibit 4.4 to our Annual Report on Form 10-K for the year ending December 31, Shares Reserved Under the 2007 Stock Plan We have reserved 6,742,606 shares of our common stock issuable upon exercise of options granted under the 2007 Stock Plan to employees, directors, proposed employees and directors, advisors, independent contractors (and their employees and agents), and other persons who provide valuable services to the Company (collectively, “Eligible Persons”). As of The aggregate number of shares that may be granted to any one Eligible Person in any year will not exceed 50.0% of the total number of shares that may be issued under the 2007 Stock Plan. At the discretion of the Plan Administrator (defined below), the number and type of shares of our common stock available for award under the 2007 Stock Plan (including the number and type of shares and the exercise price covered by any outstanding award) may be adjusted for any increase or decrease in the number of issued shares of our common stock resulting from any stock split, reverse stock split, split-up, combination or exchange of shares, consolidation, spin-off, reorganization, or recapitalization of shares. Administration The 2007 Stock Plan is currently being administered by our Board of Directors. Our Board of Directors may delegate its authority and duties under the 2007 Stock Plan to a committee. Our Board of Directors and/or any committee that has been delegated the authority to administer the 2007 Stock Plan is referred to as the “Plan Administrator.” Subject to certain restrictions, the Plan Administrator generally has full discretion and power to (i) determine all matters relating to awards issued under the 2007 Stock Plan, including the persons to be granted awards, the time of grant, the type of awards, the number of shares of our common stock subject to an award, vesting conditions, and any and all other terms, conditions, restrictions, and limitations of an award, (ii) interpret, amend, and rescind any rules and regulations relating to the 2007 Stock Plan, (iii) determine the terms of any award agreement made pursuant to the 2007 Stock Plan, and (iv) make all other determinations that may be necessary or advisable for the administration of the 2007 Stock Plan. All decisions made by the Plan Administrator relating to the 2007 Stock Plan will be final, conclusive, and binding on all persons. Eligibility The Plan Administrator may grant any award permitted under the 2007 Stock Plan to any Eligible Person. With respect to awards that are options, directors who are not employees of the Company, proposed non-employee directors, proposed employees, and independent contractors will be eligible to receive only Non-Qualified Stock Options (“NQSOs”). An award may be granted to a proposed employee or director prior to the date he, she, or it performs services for the Company, so long as the award will not vest prior to the date on which the proposed employee or director first performs such services.
Awards under the 2007 Stock Plan Under the 2007 Stock Plan, Eligible Persons may be granted: (a) stock options (“Options”), which may be designated as NQSOs or Incentive Stock Options (“ISOs”); (b) stock appreciation rights (“SARs”); (c) restricted stock awards (“Restricted Stock”); (d) performance share awards (“Performance Awards”); or (e) other forms of stock-based incentive awards (collectively, the “Awards”). An Eligible Person who has been granted an Option is referred to in this summary as an “Optionee” and an Eligible Person who has been granted any other type of Award is referred to in this summary as a “Participant.” No Award granted under the 2007 Stock Plan can be inconsistent with the terms and purposes of the 2007 Stock Plan. Additionally, the applicable exercise price for which shares of our common stock may be purchased upon exercise of an Award will not be less than (i) 100.0% of the Fair Market Value (as defined in the 2007 Stock Plan) of shares of our common stock on the date that the Award is granted, or (ii) 110.0% of the Fair Market Value if the Award is granted to an Eligible Person who, directly or indirectly, holds more than 10.0% of the total voting power of the Company. The Plan Administrator may grant to Optionees NQSOs or ISOs that are evidenced by stock option agreements. A NQSO is a right to purchase a specific number of shares of our common stock during such time as the Plan Administrator may determine. A NQSO that is exercisable at the time an Optionee ceases providing services to the Company will remain exercisable for such period of time as determined by the Plan Administrator. Generally, Options that are intended to be ISOs will be treated as NQSOs to the extent that the Fair Market Value of the common stock issuable upon exercise of such ISO, plus all other ISOs held by such Optionee that become exercisable for the first time during any calendar year, exceeds $100,000. An ISO is an Option that meets the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as an ISO under the Code, the Option generally must (among other things) (x) be granted only to employees, (y) have an exercise price equal to or greater than the Fair Market Value on the date of grant, and (z) terminate if not exercised within 10 years from the date of grant (or five years if granted to an Optionee who, at the time the ISO is granted, directly or indirectly, holds more than 10.0% of the total voting power of the Company). Except in certain limited instances (including termination for cause, death, or disability), if any Optionee ceases to provide services to the Company, the Optionee’s rights to exercise vested ISOs will expire within three months following the date of termination. A SAR is a right granted to a Participant to receive, upon surrender of the right, payment in an amount equal to (i) the excess of the Fair Market Value of one share of common stock on the date the right is exercised, over (ii) the Fair Market Value of one share of common stock on the date the right is granted. Restricted Stock is common stock that is issued to a Participant at a price determined by the Plan Administrator. Restricted stock awards may be subject to (i) forfeiture upon termination of employment or service during an applicable restriction period, (ii) restrictions on transferability, (iii) limitations on the right to vote such shares, (iv) limitations on the right to receive dividends with respect to such shares, (v) attainment of certain performance goals, and (vi) such other conditions, limitations, and restrictions as determined by the Plan Administrator. A Performance Award grants the Participant the right to receive payment upon achievement of certain performance goals established by the Plan Administrator. Such payments will be valued as determined by the Plan Administrator and will be payable to or exercisable by the Participant for cash, shares of our common stock, other awards, or other property determined by the Plan Administrator. Other Awards may be issued under the 2007 Stock Plan, which include, without limitation, (i) shares of our common stock awarded purely as a bonus and not subject to any restrictions or conditions, (ii) convertible or exchangeable debt or equity securities, (iii) other rights convertible or exchangeable into shares of our common stock, and (iv) awards valued by reference to the value of shares of our common stock or the value of securities or the performance of specified subsidiaries of the Company. Exercise Price The price for which shares of our common stock may be purchased upon exercise of a particular Award will be determined by the Plan Administrator at the time of grant. However, the applicable exercise price for which shares of our common stock may be purchased upon exercise of an Award will not be less than (i) 100.0% of the Fair Market Value (as defined in the 2007 Stock Plan) of shares of our common stock on the date that the Award is granted, or (ii) 110.0% of the Fair Market Value if the Award is granted to an Eligible Person who, directly or indirectly, holds more than 10.0% of the total voting power of the Company.
No Deferral Features No Award granted under the 2007 Stock Plan will contain a deferral feature. Awards cannot be modified or otherwise extended. No Award will contain a provision providing a reduction in the applicable exercise price, an addition of a deferral feature, or any extension of the term of the award. Payment / Exercise of Award An Award may be exercised using as the form of payment (a) cash or cash equivalent, (b) stock-for-stock payment, (c) cashless exercises, (d) the granting of replacement awards, (e) any combination of the above, or (f) such other means as the Plan Administrator may approve. No shares of our common stock will be delivered in connection with the exercise of any Award until payment in full of the exercise price is received by the Company. Change of Control The Stock Option provides that if a Change of Control (as defined in the 2007 Stock Plan) occurs, then the surviving, continuing, successor, or purchasing entity (the “Acquiring Company”), will either assume our rights and obligations under outstanding Awards or substitute for outstanding Awards substantially equivalent awards for the Acquiring Company’s capital stock. If the Acquiring Company elects not to assume or substitute for such outstanding Awards in connection with a Change of Control, our Board of Directors may determine that all or any unexercisable and/or unvested portions of outstanding Awards will be immediately vested and exercisable in full upon consummation of the Change of Control. Unless otherwise determined by our Board of Directors, Awards that are neither (i) assumed or substituted for by the Acquiring Company in connection with the Change of Control, nor (ii) exercised upon consummation of the Change of Control, will terminate and cease to be outstanding effective as of the date of the Change of Control. Upon the consummation of the Merger, the Company assumed the obligations of Global Recycling under the Plan. Amendment Our Board of Directors may, without action on the part of our stockholders, amend, change, make additions to, or suspend or terminate the 2007 Stock Plan as it may deem necessary or appropriate and in the best interests of the Company; provided, however, that our Board of Directors may not, without the consent of the Participants, take any action that disqualifies any previously granted Option for treatment as an ISO or which adversely affects or impairs the rights of the holder of any outstanding Award. Additionally, our Board of Directors will need to obtain the consent of our stockholders in order to (a) amend the 2007 Stock Plan to increase the aggregate number of shares of our common stock subject to the plan, or (b) amend the 2007 Stock Plan if stockholder approval is required either (i) to comply with Section 422 of the Code with respect to ISOs, or (ii) for purposes of Section 162(m) of the Code. Term The 2007 Stock Plan will remain in full force and effect through May 30, 2017, unless terminated earlier by our Board of Directors. After the 2007 Stock Plan is terminated, no future Awards may be granted under the 2007 Stock Plan, but Awards previously granted will remain outstanding in accordance with their applicable terms and conditions. 2012 Equity Incentive Plan On February 23, 2012, subject to stockholder approval, the Company’s Board of Directors approved of the Company’s 2012 Equity Incentive Plan (the “2012 Plan”). By written consent in lieu of a meeting, dated March 14, 2012, Company stockholders owning an aggregate of 14,398,402 shares of Common Stock (representing approximately 66.1% of the 22,551,991 outstanding shares of Common Stock) approved and adopted the 2012 Plan. Also by written consent in lieu of a meeting, dated July 27, 2012, stockholders of the Company owning an aggregate of 12,676,202 shares of Common Stock (representing approximately 51.8% of the then 24,451,991 outstanding shares of Common Stock) approved an amendment to the 2012 Plan to increase the number of shares reserved for issuance under the 2012 Plan by 3,000,000 shares. There are an aggregate of 6,500,000 shares of our Common Stock reserved for issuance upon exercise of awards granted under the 2012 Plan to employees, directors, proposed employees and directors, advisors, independent contractors (and their employees and agents), and other persons who provide valuable services to the Company. As of
Purpose of the 2012 Plan The purpose of the 2012 Plan is to attract, retain, and motivate employees, directors, advisors, independent contractors (and their employees and agents, or, in the Plan Administrator’s discretion, any of their employees or contractors), and other persons who provide valuable services to the Company by providing them with the opportunity to acquire a proprietary interest in the Company and to link their interest and efforts to the long-term interests of the Company’s stockholders. The Company believes that increased share ownership by such persons will more closely align stockholder and employee interests by encouraging a greater focus on the profitability of the Company. The Company has reserved and authorized the issuance of up to 6,500,000 shares of the Company’s Common Stock pursuant to awards granted under the 2012 Plan, subject to adjustment in the case of any stock dividend, forward or reverse stock split, split-up, combination or exchange of shares, consolidation, spin-off, reorganization, or recapitalization of shares or any like capital adjustment. The 2012 Plan includes a variety of forms of awards, including (i) stock options intended to qualify as Incentive Stock Options (“Incentive Stock Options”) under the Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”), (ii) stock options not intended to qualify as Incentive Stock Options under the Code (“Nonqualified Stock Options”), (iii) stock appreciation rights, (iv) restricted stock awards, (v) performance stock awards and (vi) other stock-based awards to allow the Company to adapt its incentive compensation program to meet the needs of the Company. 5,010,072 stock options have been granted under the 2012 Plan. Plan Administration The 2012 Plan will be administered by the Board of Directors of the Company (the “Board”). The Board may delegate all or any portion of its authority and duties under the 2012 Plan to one or more committees appointed by the Board and consisting of at least one member of the Board, under such conditions and limitations as the Board may from time to time establish. Notwithstanding anything contained in the 2012 Plan to the contrary, only the Board or a committee thereof composed of two or more “Non-Employee Directors” (as that term is defined in Rule 16b-3 of the Exchange Act may make determinations regarding grants of awards to executive officers, directors, and 10% stockholders of the Company (“Affiliates”). The Board and/or any committee that has been delegated the authority to administer the 2012 Plan, as the case may be, will be referred to as the “Plan Administrator.” The Plan Administrator has the authority, in its sole and absolute discretion, to grant awards as an alternative to, as a replacement of, or as the form of payment for grants or rights earned or due under the 2012 Plan or other compensation plans or arrangements of the Company or a subsidiary of the Company, including the 2012 Plan of any entity acquired by the Company or a subsidiary of the Company. Eligibility Any employee, director, proposed employee or director, independent contractor (or employee or agent thereof), or other agent or person who provides valuable services to the Company will be eligible to receive awards under the 2012 Plan. With respect to awards that are options, directors who are not employees of the Company, proposed non-employee directors, proposed employees, and independent contractors (and their employees and agents, or, in the Plan Administrator’s discretion, any of their employees or contractors) will be eligible to receive only Nonqualified Stock Options. Change of Control Unless otherwise provided by the Board, in the event of a Change of Control (as defined in the 2012 Plan), the surviving, continuing, successor, or purchasing entity or parent entity thereof, as the case may be (the “Acquiring Company”), will either assume the Company’s rights and obligations under outstanding awards or substitute for outstanding awards substantially equivalent awards for the Acquiring Company’s capital stock. In the event the Acquiring Company elects not to assume or substitute for such outstanding awards in connection with a Change of Control, the Board may, in its sole and absolute discretion, provide that all or any unexercisable and/or unvested portions of the outstanding awards will be immediately vested and exercisable in full upon consummation of the Change of Control. The vesting and/or exercise of any award that is permissible solely by reason of this section will be conditioned upon the consummation of the Change of Control. Unless otherwise provided by the Board, any awards that are neither (i) assumed or substituted for by the Acquiring Company in connection with the Change of Control, nor (ii) exercised upon consummation of the Change of Control, will terminate and cease to be outstanding effective as of the date of the Change of Control.
Exercise Price of Options The price for which shares of Common Stock may be purchased upon exercise of a particular option will be determined by the Plan Administrator at the time of grant; provided, however, that the exercise price of any award granted under the 2012 Plan will not be less than 100% of the Fair Market Value (as defined in the 2012 Plan) of the Common Stock on the date such option is granted (or 110% of the Fair Market Value of the Common Stock if the award is granted to a stockholder who, at the time the option is granted, owns or is deemed to own stock possessing more than 10% of the total combined voting power of all classes of capital stock of the Company or of any parent or subsidiary of the Company). Term of Options; Modifications The Plan Administrator will set the term of each stock option, but no Incentive Stock Option will be exercisable more than ten years after the date such option is granted (or five years for an Incentive Stock Option granted to a stockholder who, at the time the option is granted, owns or is deemed to own stock possessing more than 10% of the total combined voting power of all classes of capital stock of the Company or of any parent or subsidiary of the Company). Payment; No Deferrals. Awards granted under the 2012 Plan may be settled through exercise by (i) cash payments, (ii) the delivery of Common Stock (valued at Fair Market Value), (iii) the cashless exercise of such award, (iv) the granting of replacement awards, (v) combinations thereof as the Plan Administrator will determine, in its sole and absolute discretion, or (vi) any other method authorized by the 2012 Plan. The Plan Administrator will not permit or require the deferral of any award payment, including, without limitation, the payment or crediting of interest or dividend equivalents and converting such credits to deferred stock unit equivalents. No award granted under the 2012 Plan will contain any deferral feature. Other Stock-Based Awards Stock Appreciation Rights .The Plan Administrator may grant stock appreciation rights, either in tandem with a stock option granted under the 2012 Plan or with respect to a number of shares for which no option has been granted. A stock appreciation right will entitle the holder to receive, with respect to each share of stock as to which the right is exercised, payment in an amount equal to (i) the excess of the Fair Market Value of one share of Common Stock on the date the right is exercised, over (ii) the Fair Market Value of one share of Common Stock on the date the right is granted; provided, Restricted Stock Awards .The Plan Administrator may grant restricted stock awards consisting of shares of Common Stock or denominated in units of Common Stock in such amounts as determined by the Plan Administrator, in its sole and absolute discretion. Restricted stock awards may be subject to (i) forfeiture of such shares upon termination of employment or Service (as defined below) during the applicable restriction period, (ii) restrictions on transferability, (iii) limitations on the right to vote such shares, (iv) limitations on the right to receive dividends with respect to such shares, (v) attainment of certain performance goals, such as those described in Section 5.8(c) of the 2012 Plan, and (vi) such other conditions, limitations, and restrictions as determined by the Plan Administrator, in its sole and absolute discretion, and as set forth in the instrument evidencing the award. These restrictions may lapse separately or in combinations or may be waived at such times, under such circumstances, in such installments, or otherwise as determined by the Plan Administrator, in its sole and absolute discretion. Certificates representing shares of Common Stock subject to restricted stock awards will bear an appropriate legend and may be held subject to escrow and such other conditions as determined by the Plan Administrator until such time as all applicable restrictions lapse.
Performance Share Awards .The Plan Administrator may grant performance share awards that give the award recipient the right to receive payment upon achievement of certain performance goals established by the Plan Administrator, in its sole and absolute discretion, as set forth in the instrument evidencing the award. Such payments will be valued as determined by the Plan Administrator and payable to or exercisable by the award recipient for cash, shares of Common Stock (including the value of Common Stock as a part of a cashless exercise), other awards, or other property as determined by the Plan Administrator. Such conditions or restrictions may be based upon continuous Service (as defined below) with the Company or the attainment of performance goals related to the award holder’s performance or the Company’s profits, profit growth, profit-related return ratios, cash flow, stockholder returns, or such other criteria as determined by the Plan Administrator. Such performance goals may be (i) stated in absolute terms, (ii) relative to other companies or specified indices, (iii) to be achieved during a period of time, or (iv) as otherwise determined by the Plan Administrator. Other Stock-Based Awards .The Plan Administrator may grant such other awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock, as may be deemed by the Plan Administrator to be consistent with the purposes of the 2012 Plan and applicable laws and regulations. Such other awards may include, without limitation, (i) shares of Common Stock awarded purely as a bonus and not subject to any restrictions or conditions, (ii) convertible or exchangeable debt or equity securities, (iii) other rights convertible or exchangeable into shares of Common Stock, and (iv) awards valued by reference to the value of shares of Common Stock or the value of securities or the performance of specified subsidiaries of the Company. Transferability Any Incentive Stock Option granted under the 2012 Plan will, during the recipient’s lifetime, be exercisable only by such recipient, and will not be assignable or transferable by such recipient other than by will or the laws of descent and distribution. Except as specifically allowed by the Plan Administrator, any other award granted under the 2012 Plan and any of the rights and privileges conferred thereby will not be assignable or transferable by the recipient other than by will or the laws of descent and distribution and such award will be exercisable during the recipient’s lifetime only by the recipient. Term of the 2012 Plan The 2012 Plan will terminate on February 23, 2022, unless sooner terminated by the Board. After the 2012 Plan is terminated, no future awards may be granted under the 2012 Plan, but awards previously granted will remain outstanding in accordance with their applicable terms and conditions and the 2012 Plan’s terms and conditions. Consideration The Board or Committee will grant Stock Options under the 2012 Plan in consideration for services rendered. There will be no other consideration received or to be received by the Company or any of its subsidiaries for the granting or extension of Stock Option under the 2012 Plan. Golden Parachute Compensation There exists no agreement or understanding, whether written or unwritten, concerning any type of compensation, whether present, deferred, or contingent, that is based on or otherwise relates to an acquisition, merger, consolidation, sale or other disposition of the assets of the Company. The following table sets forth certain information regarding our Common Stock beneficially owned
Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Percentage of Outstanding Common Stock (2) Executive Officers, Directors, and Director Nominees David Ide --Chief Executive Officer, President, and Director * Richard Geib --Chief Technical Officer Dwight Mamanteo --Chairman of the Board Michael Jaap --Director * Keri Smith --Director * Richard Q. Opler --Director * Charles Trapp --Director * Frank Kneller --Director * Karim Babay --Director Nominee * Executive Officers, Directors, and Director Nominees as a group (9 persons) 5% Stockholders Leonid Frenkel 401 City Avenue, Suite 528 Bala Cynwyd, PA 19004 Ralph M. Amato 2105 Plantation Village Dorado, PR 00646 Wynnefield Capital Management, LLC 450 Seventh Avenue, Suite 509 New York, NY 10123 John Lorenz & Janet Carnell Lorenz 3511 E. Desert Broom Way Phoenix, AZ 85044 ______________
ELECTION OF DIRECTORS Nominees for Election at the The Governance & Nominating Committee of the Board has nominated If you sign your proxy or voting instruction card but do not give instructions with respect to the voting of directors, your shares will be voted for the nominees recommended by our Board. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy or voting instruction card. The Board expects that the nominees will be available to serve as directors. If any nominee becomes unavailable, however, the proxy holders intend to vote for any nominee designated by the Board, unless the Board chooses to reduce the number of directors serving on the Board. If additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as to assure the election of Frank Kneller. Vote Required and Board Recommendation Directors are elected by a “plurality” of the shares voted. Plurality means that the nominee with the largest number of votes is elected, up to the maximum number of directors to be chosen (in this case, seven directors). Stockholders can either vote “for” the nominee or withhold authority to vote for the nominee. However, shares that are withheld will have no effect on the outcome of the election of directors. Broker non-votes also will have no effect on the outcome of the election of the directors. The Board recommends that shareholders vote “FOR” the election of each of
PROPOSAL 2: RATIFICATION OF AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTSAudit Committee Appointment – Our Audit Committee, pursuant to authority granted to it by the Board, has selected Company, LLP. Change in Independent Registered Public Accountants On On September 2, 2015, the Audit Committee approved the appointment of KMJ Corbin & Company, LLP S-K). Principal Accounting Fees and Services Set forth below are the fees paid to Audit Fees Set below are the aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company’s principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
Auditor: 2014 2013 Semple, Marchal & Cooper, LLP
Audit-Related Fees Set forth below are the aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s principal accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees” above.
Auditor: 2014 2013 Semple, Marchal & Cooper, LLP Tax Fees Set forth below are the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
2014 2013 Semple, Marchal & Cooper, LLP All Other Fees Set forth below are the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
2014 2013 Semple, Marchal & Cooper, LLP The Company’s Form S-1 registration statement. Pre-Approval Policies and Procedures Before an independent registered public accounting firm is engaged by the Company to render audit or permissible non-audit services the engagement is approved by the Audit Committee of the Company’s Board of Directors. Attendance at Annual Meeting Representatives of Vote Required and Board Recommendation Approval of this proposal requires the affirmative vote of a majority of the votes cast on the proposal. Stockholders who return a signed proxy card but do not indicate how they wish to vote on Proposal 2 will be deemed to have voted “FOR” Proposal 2. Abstentions and broker non-votes will have no effect on the outcome of this proposal. The Board recommends that shareholders vote “FOR” ratification of the selection of None reportable under Item 404 of Regulation S-K. STOCKHOLDER PROPOSALSIf any shareholder of the Company intends to present a proposal for consideration at the For each matter that you wish to bring before the meeting, provide the following information:
OTHER MATTERSWe know of no other matters to be presented at the Annual Meeting other than the election of directors and the ratification of the company’s independent registered public accounting firm, as described above. If other matters are properly presented at the meeting, the proxies will vote on these matters in accordance with their judgment of the best interests of the Company. We will provide a free copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||