Requirements for Shareholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials. Proposals that a shareholder intends to present at the 2019 annual meeting of shareholders and wishes to be considered for inclusion in the Company’s proxy statement and form of proxy relating to the 2019 annual meeting of shareholders must be received no later than June 3, 2019. All proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of shareholder proposals in company-sponsored proxy materials. Shareholder proposals must be delivered to the Company’s Secretary by mail at 800-289-2515, or by email at IR@gwtechinc.com.

Requirements for Other Shareholder Proposals to Be Brought Before the 2019 Annual Meeting of Shareholders and Director Nominations. Notice of any proposal that a shareholder intends to present at the 2019 annual meeting of shareholders, but does not intend to have included in the Company’s proxy statement and form of proxy relating to the 2019 annual meeting of shareholders, as well as any director nominations, must be delivered to the Company’s Secretary by mail at 1521 North Cooper Street, Arlington, TX. 76011, or by email at IR@gwtechinc.com, not later than the close of business on June 22, 2019. The notice must be submitted by a shareholder of record and must set forth the information required by the Company’s bylaws with respect to each director nomination or other proposal that the shareholder intends to present at the 2019 annual meeting of shareholders. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a shareholder of record.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors

Listed below are the Company’s six nominated directors. Four are current Board members that have been nominated for re-election at the Annual Meeting. The fifth and sixth nominees are Paul Alfano and Michael Wykrent. Each director elected at the Annual Meeting will serve a one-year term. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the six nominees named in this Proxy Statement. Each of the directors and nominees listed below have consented to serving if elected. There are no transactions involving the nominees that are reportable under Item 404(a) of Regulation S-K

The biographies below describe the skills, qualities, attributes, and experience of the nominees.

	(2)	Paul Alfano. Mr. Alfano is a 5% Stockholder and a Director.
	(3)	Richard Halden. Mr. Halden is a 5% Stockholder. The total number of Class A Shares listed includes Class A Shares beneficially owned through various entities and through a spousal interest, as reported by Mr. Halden on his most recent Form 4 filed on July 27, 2015. Additionally, Mr. Halden is the beneficial owner of securities convertible into Class A Shares, including: (a) 2,000,000 pursuant to that Severance and Release Agreement by and between the Company and Mr. Halden, dated February 1, 2017, and filed asExhibit 10.30 to the Company’s Form 10-Q/A, filed with the SEC on September 21, 2017; and (b) 2,083,333 pursuant to that Subordinated Convertible Promissory Note, dated December 20, 2017, by and between the Company and Tunstall Canyon Group, LLC, an entity controlled by Mr. Halden, filed asExhibit 10.34 to the Company’s Form 10-K filed with the SEC on April 5, 2018.
	(4)	Raymond Wright – Chairman of the Board, Co-Founder and President of the wholly owned subsidiary Greenway Innovative Energy (GIE) Mr. Wright has served as the President of Greenway Innovative Energy, Inc. since August 2012. Mr. Wright was a co-founder of DFW Genesis in 2009, where he began working on the natural gas-to-liquids (GTL) process and worked through 2012, when he and the late Conrad Greer formed Greenway Innovative Energy, Inc. to continue working on GTL solution development and what would become the company’s proprietary G-Reformer®. Previously, Mr. Wright worked with Dallas-based Texas Instruments (TI) managing operations and opening up new markets for (TI) in England. He developed and built a materials manufacturing facility for TI’s European operation and introduced TI’s Light Sensor technology in Europe. Mr. Wright was named Chairman of the Board in May, 2018. Kevin Jones - Board Member . Mr. Kevin Jones founded Dallas-based All Commercial Floors in 1999is a 5% Stockholder and is responsible for its overall operation. Under his leadership, ACF has grown from a two-person business to one of the largest and most respected commercial flooring companies in the country with offices throughout the United States, and with annual sales exceeding $60 million. Mr. Jones attended Texas Tech University in Lubbock, Texas. Ransom B.Director. Kevin Jones and KevinRansom Jones are brothers. Mr. K. Jones has sole voting and dispositive power with respect to 5,250,000 Class A Shares. In addition, the number of Class A Shares beneficially owned by Mr. K. Jones includes: (a) 4,875,000 Class A Shares held by Mabert, LLC, a Texas limited liability company (“Mabert”), in which Mr. K. Jones has an ownership interest and for which he serves as a manager; (b) 8,500,000 Class A Shares owned by Mr. K. Jones’s spouse, Ms. Christine Mary Earley, in which Mr. K. Jones has a spousal interest; and (c) 1,867,843 Class A Shares issuable to Mr. K. Jones pursuant to that certain Loan Agreement by and between Mabert and the Company, dated September 14, 2018, filed asExhibit 10.49 to the Company’s Form 10-K/A, filed with the SEC on May 13, 2019.
	(5)	Kenton J. HarerRandy Mosley - Board Member Kenton J. Harer. Mr. Mosely is a recent addition to the Greenway5% Stockholder.
	(6)	D. Patrick Six. Mr. Six is a 5% Stockholder. Mr. Six also served as our president and a Director, but resigned from those positions effective as of May 10, 2018, and February 19, 2019, respectively.
	(7)	Raymond Wright. Mr. Wright is a 5% Stockholder, our chairman of our Board of Directors, and joined in early 2017. He began his career working for the oilfield divisionpresident of LTV Corporation in 1981. In 1984, he began working in the industrial gas industry where he developed an extensive knowledge of the industrial gas business and the various technologies of the diverse industries it serves. He has been and remains an instrumental part of the operation of world-renowned French company Air Liquide in the United States. In his capacity at Air Liquide,Greenway Innovative Energy, Inc., our wholly-owned subsidiary.
	(8)	Kent Harer. Mr. Harer was involved inis a Director and our acting president, making him a Named Executive Officer. The Class A Shares beneficially owned by Mr. Harer are those immediately issuable upon Mr. Harer’s exercise of that certain Stock Purchase Warrant, dated January 8, 2018, by and between the development ofCompany and Mr. Harer, filed asExhibit 10.37 to our Annual Report on Form 10-Q/A, filed with the G-Reformer® utilizing existing technologies and was instrumental in negotiating agreements between Air Liquide and Greenway that allowed Greenway to develop and commercialize the G-Reformer™ technology. He graduated from the University of South Dakota with a Bachelor of Science in Business Administration in 1980.SEC on May 22, 2018.
	(9)	Ransom Jones - Board Member, Secretary, and Chief Financial Officer Ransom B. Jones has over 40 years of diverse business experience. He is a retired partner of KPMG Peat Marwick and former Chief Financial Officer of two publicly traded corporations, Western Preferred Corporation and El Paso Refining, Inc. He has also served as an officer of some of the largest and most prestigious global financial institutions including Goldman Sachs, Citicorp, ABN-AMRO Bank, and AIG. Mr. Jones served as President and Interim Chief Executive Officer of UMED through April 2017. He graduated from the University of Texas at El Paso in 1971 with a BBA, Accounting. Paul Alfano – Director Nominee Paul Alfano, age 64 , is a major Greenway shareholder and has served as a consultant to Greenway since 2016.He has extensive leadership experience in Silicon Valley and currently runs his own consulting firm based in Rochester, NY. Paul has led Worldwide Sales and Business Development teams, Alliances and Joint Ventures. Paul led Sales & BD teams while at Hewlett-Packard, Network Appliance and Portal Software (acquired by Oracle). He interacted with “C-Level” Fortune 50 Executives throughout his career. Most notably Paul had a very successful 25-year career at HP Headquarters (Palo Alto, CA), with his last assignment as Director of WW Sales & Business Development for HP-Cisco Alliance, ending in 2007. He reported into both Senior Management Teams (HP & Cisco) and constantly exceeded goals. Paul also led HP’s SBC-PacBell account team for many years, which was one of HP’s largest and most profitable accounts. Paul is a graduate of St. John Fisher College (Rochester, NY) having earned a BS in Marketing, as well as an MBA in Finance from Rochester Institute of Technology (RIT). Michael Wykrent-Director Nominee Michael Wykrent, age 76, retired from United Parcel Service (UPS) after a 27-year career working in Human Resources as a Region Communications Manager. When he began his career at UPS the company was comprised of only a few thousand managers. By the end of his career the company became a world-wide service provider, now with over 481,000 employees. Michael helped open new operating areas as the company was expanding and also headed up Region Employee Opinion Surveys as well as coordinating the charitable contributions throughout the southwest. His duties brought him into contact with management and employees working in Package Sorting and Delivery Operations, Labor Relations, Engineering, Accounting, Air Operations, Fleet Rentals, Vehicle Maintenance, Legal, Customer Service, Delivery Information and Loss Prevention. He served in the Navy for four years in communications and later graduated from Henry Ford College. Michael has been associated with Greenway Technologies since 2012 when it was part of the UMED group. Role of the Board; Corporate Governance Matters The Board oversees the Company’s President and other senior management in the competent and ethical operation of the Company and assures that the long-term interests of the shareholders are being served. The Board met a total of five times during 2018. The Board has determined that all Board members, other than Mr. Ransom Jones is a Director and Mr. Raymond Wright, are independent. Board Leadership Structure The Board believes that its current leadership structure best serves the objectives of the Board’s oversight of management, the ability of the Board to carry out its rolesour secretary, treasurer, and responsibilities on behalf of the shareholders, and the Company’s overall corporate governance. The Board also believes that the current separation of the Chairman and President roles allows the President to focus his time and energy on operating and managing the Company and leveraging the experience and perspectives of the Chairman. The Board periodically reviews the leadership structure and may make changes in the future. Board Committees There is anchief financial officer, making him a Named Executive Committee consisting of Raymond Wright, Ransom Jones and Kenton Harer. Family Relations Officer. Ransom Jones and Kevin Jones are brothers. Mr. R. Jones has sole voting and dispositive power with respect to 250,000 Class A Shares. In addition, the number of Class A Shares beneficially owned by Mr. R. Jones includes 3,875,000 Class A Shares owned by Mr. R. Jones’s spouse, Ms. Jan Jones, in which Mr. R. Jones has a spousal interest.
	(10)	Michael Wykrent. Mr. Wykrent is a Director.
	(11)	Thomas Phillips. Mr. Phillips is Vice President of Operations, and receives more than $100,000 in annual compensation, making him a Named Executive Officer.
	(12)	All current Directors and Named Executive Officers as a group. This ownership includes only the ownership of current Named Executive Officers and Directors.
	(13)	John Olynick. Mr. Olynick served as our president from May 10, 2018, to July 19, 2019.

II. PROPOSALS TO BE VOTED ON AT OUR SPECIAL MEETING

Background and Purpose of Proposal No. 1

On November 7, 2019, our Board of Directors approved Amendment No. 1 to increase the number of authorized Class A Shares from 300,000,000 to 500,000,000. The purpose of Amendment No. 1 is to provide our Company with the ability to raise capital through stock issuances so that our Company can achieve its objectives for product development, staffing, reduction of debt, general operating expenses, and other general corporate purposes.

Text of Amendment No. 1

The proposed text of Amendment No. 1 described above is provided inAppendix A to our Proxy Statement, which provides the text of each of the proposed amendments to our Certificate (the “Certificate Amendments”). If Proposal No. 1 is approved by our Stockholders, we will file an amendment to our Certificate with the Secretary of State of the State of Texas, which includes Amendment No. 1, and such amendment will become effective upon its filing with the Secretary of State of the State of Texas, which is anticipated to occur promptly after our Special Meeting.

Required Vote for Approval of Proposal No. 1

The affirmative “FOR” vote of the holders of at least66 2/3% in voting power of the then-outstanding Class A Shares entitled to vote on the matter, voting together as a single class, is needed to approve Amendment No. 1. As this is a “routine” matter, without voting instructions from you, your brokermay vote your Class A Shares with respect to Proposal No. 1. However, abstentions will have the same effect as a vote against the approval of Proposal No. 1.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR”
THE APPROVAL OF AMENDMENT NO. 1

Background and Purpose of Proposal No. 2

On November 7, 2019, our Board of Directors approved Amendment No. 2 to change the name of our Class A Shares to Common Stock. Amendment No. 2 would not change the $0.0001 par value per share, designations, powers, privileges, rights, qualifications, limitations, or restrictions of the Class A Shares. However, Amendment No. 2 would change the name of the Class A Shares to Common Stock to make it consistent with the name of the capital stock registered with the SEC under the Securities Act of 1933.

Text of Amendment No. 2

The proposed text of Amendment No. 2 described above is provided inAppendix A to our Proxy Statement, which provides the text of each of the Certificate Amendments. If Proposal No. 1 is approved by our Stockholders, we will file an amendment to our Certificate with the Secretary of State of the State of Texas, which includes Amendment No. 2, and such amendment will become effective upon its filing with the Secretary of State of the State of Texas, which is anticipated to occur promptly after our Special Meeting.

Required Vote for Approval of Proposal No. 2

The affirmative “FOR” vote of the holders of at least66 2/3% in voting power of the then-outstanding Class A Shares entitled to vote on the matter, voting together as a single class, is needed to approve Amendment No. 2. As this is a “routine” matter, without voting instructions from you, your brokermay vote your Class A Shares with respect to Proposal No. 2. However, abstentions will have the same effect as a vote against the approval of Proposal No. 2.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR”
THE APPROVAL OF AMENDMENT NO. 2

Background and Purpose of Proposal No. 3

On November 7, 2019, our Board of Directors approved Amendment No. 3 to eliminate the Class B Shares as a class of capital stock of our Company. Currently, there are no issued and outstanding Class B Shares. Our Board of Directors has determined there is ade minimis benefit to the existence of the Class B Shares. Moreover, assuming Proposal No. 2 is approved by our Stockholders, eliminating the Class B Shares would eliminate confusion as to whether there was another outstanding class of capital stock of our Company.

Text of Amendment No. 3

The proposed text of Amendment No. 3 described above is provided inAppendix A to our Proxy Statement, which provides the text of each of the Certificate Amendments. If Proposal No. 3 is approved by our Stockholders, we will file an amendment to our Certificate with the Secretary of State of the State of Texas, which includes Amendment No. 3, and such amendment will become effective upon its filing with the Secretary of State of the State of Texas, which is anticipated to occur promptly after our Special Meeting.

Required Vote for Approval of Proposal No. 3

The affirmative “FOR” vote of the holders of at least66 2/3% in voting power of the then-outstanding Class A Shares entitled to vote on the matter, voting together as a single class, is needed to approve Amendment No. 3. As this is a “routine” matter, without voting instructions from you, your broker may vote your Class A Shares with respect to Proposal No. 3. However, abstentions will have the same effect as a vote against the approval of Proposal No. 3.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR”
THE APPROVAL OF AMENDMENT NO. 3

Background and Purpose of Proposal No. 4

On November 7, 2019, our Board of Directors approved Amendment No. 4 to specify the vote required to approve certain actions before our Stockholders. If a Texas corporation does not specify what action constitutes the action of its stockholders, the default requirement for many actions is that a majority of the shares entitled to vote on, and who voted for, against, or expressly abstained with respect to the matter at a meeting of the shareholders at which a quorum is present.¹ Additionally, Texas law states that both “fundamental actions” and “fundamental business transactions” require the affirmative vote of two-thirds of the outstanding shares of capital stock entitled to vote on such action to approve such actions, unless a different voting requirement is specified in an entity’s certificate of formation.² Under the TBOC, (i) a “fundamental action” of an entity includes an amendment to the entity’s certificate of formation, a voluntary winding up of the entity, a revocation of a voluntary decision to wind up the entity, a cancellation of an event requiring winding up, or a reinstatement of the entity, and (ii) a “fundamental business transaction” of an entity is a merger, interest exchange, conversion, or sale of all or substantially all of an entity’s assets.³

To modify the TBOC’s default voting requirement, a corporation must amend its certificate of formation to specify another voting requirement for actions of stockholders. Amendment No. 4 would specify that the vote required to approve certain actions before our Stockholders, including fundamental actions and fundamental business transactions, would be as follows:

2.Board Oversight of Risk Management

Fundamental Business Transactions: 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. In carrying out this critical responsibility, the Board has the primary responsibility for overseeing enterprise risk management.

Code of Ethics

The Company has a code of ethics, that applies to allaffirmative vote of the Company’s employees, including its principal executive officer and principal financial and accounting officer, as well as the Board. A copy of this code is available on the Company’s website at www.gwtechinc.com. The Company intends to disclose any changes in or waivers from its code of ethics by posting such information on its website or by filing a Form 8-K.

Compensation of Directors

The Board of Directors are not compensated at this time.

Communications with the Board

Any matter intended for the Board, or for any individual member or membersholders of the Board, should be directed to the Company’s offices at 1521 North Cooper Street, Suite 205, Arlington, Texas 76011

Attendance of Directors at 2019 Annual Meeting of Shareholders

All directors are expected to attend the Company’s Annual Meeting of Shareholders.

Executive Officers

The following sets forth certain information regarding executive officersmajority of the Company. Biographical information pertainingshares entitled to

John Olynick, President

John Olynick 71’ has over 40 years of experience in senior management positions at industry leading technology corporations including Digital Equipment Corporation, CISCO Systems, Inc., and Philips Electronics.

Over his career, John has helped build businesses and has led turnarounds including serving vote on a “fundamental business transaction,” as CEO and Chairmandefined by Section 1.002(32) of the Board of an Arizona-based public company that grew both organically and through acquisition under his leadership. Since July 2017, he has been assisting Greenway Technologies, Inc. as aTBOC, is required to approve such “fundamental business development consultant with a focus on securing operational funding and developing joint venture partnerships. John currently serves as Chief Executive Officer of GWTI. He is a graduate of the New York University School of Engineering and the Harvard Business School Professional Development program.

Ransom Jones, Secretary and Chief Financial Officertransaction.”

Biographical information pertaining to Mr. Ransom Jones, who is both a director and an executive officer of the Company, may be found in the section entitled “Directors.”

3.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows certain information as of April 15 , 2019 (the “Table Date”), unless otherwise indicated, with respect to the beneficial ownership of the Company’s common stock by: (i) each person the Company believes beneficially holds more than 5% of the outstanding shares of the Company’s common stock based solely on the Company’s review of SEC filings; (ii) each director and nominee; (iii) each named executive officer listed in the table entitled “Summary Compensation Table—under the section entitled “Executive Compensation”; and (iv) all directors and executive officers as a group. As of the Table Date, 286,488,677 shares of the Company’s common stock were issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of the Company’s common stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned. In addition, unless otherwise indicated, the address for each person named below is c/o the Company’s offices at 1521 North Cooper Street, Suite 205, Arlington, Texas 76011

All Other than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities:

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors and greater than ten percent shareholders also are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to the Company and any written representations the Company believes that all Section 16(a) filing requirements were timely met during 2018.

REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

The Board has adopted policy for approval of transactions between the Company and its directors, director nominees, executive officers, greater than five percent beneficial owners, and their respective immediate family members.

TRANSACTIONS with RELATED PERSONS

Through March 31, 2018, Kevin Jones, a director and greater than 5% shareholder, made advances to the Company in the amount of $199,5278.

After approval during a properly called special meeting of the board of directors, on September 14, 2018 Mabert, LLC, a Texas Limited Liability Company owned by a director and stockholder, Kevin Jones and his wife Christine Early, entered into a loan agreement for the purpose of funding working capital and general corporate expenses up to $1,500,000 for the Company. Mabert is acting as the agent for the lenders to the Company. The Company bylaws provide no bar from transactions with Interested Directors, so long as the interested party does not vote on such transaction. Mr. Jones did not vote on this transaction. Since the inception of the Loan Agreement, a total of $$728,869 has been loaned to the Company by four shareholder individuals, including Mr. Jones through Mabert, LLC.

Through December 31, 2018, shareholders, including director Kevin Jones, made loans and advances to the Company in the amount of $878,869, of which $728,869 was made through Mabert, LLC a company that Mr. Jones controls, as compared to $310,667 (Tunstall Canyon Group $166,667 and the Greer Family Trust $144,000) through March 31, 2018.

Through Mabert, Mr. Jones along with his wife and his company have loaned $528,869, and twoMatters: For matters other shareholders have loaned the balance. These loans are secured by the assets of the Company. A financing statement and UCC-1 have been filed according to Texas statutes. Should a default under the loan agreement occur, there could be a foreclosure or a bankruptcy proceeding filed by the Agent for these Shareholders. The actions of the Company in case of default can only be determined by the Shareholders. A foreclosure sale or distribution through bankruptcy could only result in the creditors receiving a pro rata payment based upon the terms of the loan agreement. Mabert did not nor will it receive compensation for its efforts.

EXECUTIVE AND EQUITY COMPENSATION PLAN INFORMATION

In August 2012, the Company entered into employment agreements with the president and chairman of the board of Greenway Innovative Energy, Inc., Raymond Wright, for a term of 5 years with compensation of $90,000 per year. In June of 2014, Mr. Wright’s employment agreement was amended to increase his annual pay to $180,000. The employment agreement terminated August 12, 2017. During the three-months ended March 31, 2017, the Company paid and accrued a total of $45,000 on the employment agreement.

As part of the August 2012 acquisition agreement with Greenway Innovative Energy, Inc., the Company agreed to issue an additional 7,500,000 shares of restricted common stock to Mr. Wright, under the agreement, when the first GTL unit is built and becomes operational and is capable of producing 2,000 barrels of diesel or jet fuel per day and pay Greenway Innovative Energy a 2% royalty on all gross production sales on each unit placed in production.

Effective May 10, 2018, the Company entered into employment agreements with John Olynick, as President and Ransom Jones, as Chief Financial Officer, respectively. The terms and conditions of their employment agreements are identical. John Olynick, as President earns a salary of $120,000 per year. Ransom Jones, as Chief Financial Officer earns a salary of $120,000 per year. Mr. Jones also serves as the Company’s Secretary and Treasurer. During each year that their Agreements are in effect, they are each entitled to receive a bonus (“Bonus”) equal to at least Thirty-Five Thousand Dollars ($35,000) per year. Under their employment agreements, Mr. Olynick and Mr. Jones were each issued 250,000 shares of Common Stock, par value $.0001 during the three months ended September 30, 2018. On the date of issuance, the stock was valued at $.06 per share and the Company recorded an expense of $30,000. They are also entitled to participate in the Company’s benefit plans.

Effective January 1, 2019, the Company entered into an employment agreement with Thomas Phillips, Vice President of Operations, reporting to the President of Greenway Innovative Energy, Inc., for a term of fifteen (15) months with compensation of $120,000 per year. Phillips is entitled to a no-cost grant of common stock on the effective date equal to 5,000,000 shares of the Company’s Rule 144 restricted Class A common stock, par value $.0001 per share, such shares to be issued at such time as the Company has the ability to issue such number of shares. also entitled to certain additional stock grants based on the performance of the Company during the term of their employment. Phillips is also entitled to participate in the Company’s benefit plans, when such become available.

Our management and employee teams are not currently receiving regular wages; wages are largely being accrued and deferred due to lack of working capital.

OVERVIEW OF PROPOSALS IN THIS NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS CALLED BY THE COMPANY

This Proxy Statement submitted by the Company contains seven proposals requiring shareholder action. Proposal No. 1 requeststhan the election of six nominees to directors, “fundamental actions,”⁴ and “fundamental business transactions,”⁵the Board of Directors Proposal No. 2 requests an amendment to the Company’s Articles of Incorporation to increase the authorized Class A common shares from 300 million common shares to 500 million common shares and to authorize 10 million Preferred shares. Proposal No. 3 requests an amendment to the Company’s Articles of Incorporationallowing theaffirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a shareholders’ meeting of the stockholders at which a quorum is present. Proposal No. 4 requests

Our Board of Directors believes Amendment No. 4 will facilitate investment in our Company, eliminate confusion as to which actions by our Stockholders require a certain number of votes, and align our Company’s governing documents with those of other public companies.

¹Texas Bus. Orgs. Code Ann. § 21.363 (West 2019).

²Id. § 1.002(32);id. § 21.364.

³Id. § 21.364.

⁴Id§ 1.002(32).

⁵Id. § 21.364.

Text of Amendment No. 4

The proposed text of Amendment No. 4 described above is provided inAppendix A to our Proxy Statement, which provides the text of each of the Certificate Amendments. If Proposal No. 4 is approved by our Stockholders, we will file an amendment to our Certificate with the Secretary of State of the State of Texas, which includes Amendment No. 4, and such amendment will become effective upon its filing with the Secretary of State of the State of Texas, which is anticipated to occur promptly after our Special Meeting.

Required Vote for Approval of Proposal No. 4

The affirmative “FOR” vote of the holders of at least66 2/3% in voting power of the then-outstanding Class A Shares entitled to vote on the matter, voting together as a single class, is needed to approve Amendment No. 4. As this is a “non-routine” matter, without voting instructions from you, your brokermay not vote your Class A Shares with respect to Proposal No. 4. Thus, broker non-vote and abstentions are will have the same effect as a vote against the approval of Proposal No. 4.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR”
THE APPROVAL OF AMENDMENT NO. 4

III. ADDITIONAL INFORMATION

A. Stockholder Proposals

In accordance with Rule 14a-8 promulgated by the SEC under the Exchange Act (“Rule 14a-8”), our Stockholders may submit a written proposal for business to be brought before our Special Meeting by November 13, 2019, which is five days before we anticipate that we will mail our Proxy Materials to our Stockholders.

Among other requirements, a Stockholder’s intent to bring any proposal of business, including but not limited to Director nominations, before our 2020 annual Stockholder meeting (our “2020 Annual Meeting”) must be made in accordance with Rule 14a-8 and received at our principal executive offices, located at 1521 North Cooper Street, Arlington, Texas, 76011, no later than the close of business on the 120th day (January 24, 2020) in advance of the anniversary of the filing of our 2019 Schedule 14A filed on Form DEF14A, which we filed with the SEC on May 23, 2019. If our 2020 Annual Meeting is not held within 30 days before or after June 26, 2020, then such business must be delivered to or mailed and received by our Company at our principal executive offices a reasonable time before our Company begins to print and send our 2020 Annual Meeting proxy solicitation materials. Any proxy that management solicits for our 2020 Annual Meeting will confer on the holder of the proxy discretionary authority to vote on the proposal so long as such proposal is properly presented at the 2020 Annual Meeting.

Our Company may require any proposed Director nominee or nominating Stockholder to furnish such other information as may reasonably be required to determine the eligibility of such proposed Director nominee to serve as a Director of our Company. If such procedures are not complied with, the chairman of our 2020 Annual Meeting may determine and declare to the meeting that the nomination was defective, and such nomination will be disregarded.

B. Other Matters to be Presented at our Special Meeting

We know of no other matters that will be presented for consideration at our Special Meeting. If any other matters properly come before our Special Meeting, it is intended that proxies in the enclosed form will be voted in respect thereof in accordance with the judgments of the persons voting the proxies.

It is important that the proxies be returned promptly and that your Class A Shares are represented. Stockholders are urged to vote via toll-free telephone number, via the Internet, or by mail, by completing, signing, dating, and promptly returning the Proxy Card you received with our Proxy Materials.

C. Delivery of Documents to Stockholders Sharing an Address

Only one set of our Proxy Materials is being delivered to multiple security holders sharing an address, unless we received contrary instructions from one or more of the security holders at such address. We will promptly deliver, upon written or oral request, a separate copy of our Proxy Materials to a security holder at a shared address to which a single set of our Proxy Materials was delivered. A security holder may notify us that the security holder wishes to receive a separate set of our Proxy Materials by requesting via the Internet at www.investorelections.com/GWTI, via telephone at 1 (866) 648-8133, via mail at Greenway Technologies, Inc., 1565 North Central Expressway, Suite 220 Richardson, TX 75080, Attn: Investor Relations, or via email at paper@investorelections.com. If you request a separate copy of our Proxy Materials via e-mail, please send a blank e-mail with the provided 12-digit control number in the subject line. A security holder may use the same website, telephone number, mailing address or e-mail address to request either separate copies or a single copy for a single address for all future information statements and proxy statements, if any, and annual reports of our Company.

D. Financial Statements and Form 10-K Annual Report

Our audited financial statements for the year ended December 31, 2018, and other related financial and business information of our Company are contained in our Annual Report (including exhibits), are herein incorporated by reference.Copies of our Annual Report, including our audited financial statements,are included with your Proxy Materials, but may also be obtained without charge by contacting us via mail at Greenway Technologies, Inc., 1521 North Cooper Street, Arlington, TX. 76011, Attn: Investor Relations or by email at IR@gwtechinc.com.

E. Voting Results of our Special Meeting

Preliminary voting results will be announced at our Special Meeting. Final voting results will be tallied by Mediant, as inspector of elections, after the taking of the vote at our Special Meeting. Our Company will publish the final voting results in a Current Report on Form 8-K, which our Company is required to file with the SEC within four business days following our Special Meeting.

APPENDIX A

Text of Proposed Certificate Amendments

Appendix A

Appendix A

Recommendation of the Board

The Board recommends a vote FOR Proposal No. 4.

PROPOSAL NO. 5

Amendment of Section 3.07 of the Bylaws

The Company’s Shareholders are being asked to amend its Bylaws Section3.07 to eliminate cumulative voting at all meetings of the stockholders. Cumulative voting causes confusion among our Shareholders and the Company is of the opinion that non-cumulative voting is a more accurate and understandable manner in which to vote.

Recommendation of the Board

The Board recommends a vote FOR Proposal No. 5

PROPOSAL NO. 6

Amendment of Section 3.14 of the Bylaws

The Company’s Shareholders are being asked to amend its Bylaws Section 3.14 of the Company’s Bylaws entitled “Special Meetings” to increase the percentage of shares necessary to call a Special Shareholders meeting from 10% to 25%. The purpose of this amendment is to minimize distractions from a small percentage of Shareholders.

Recommendation of the Board

The Board recommends a vote FOR Proposal No. 6

PROPOSAL NO. 7

Ratification of the appointment of Soles, Heyn & Company, LLP as the Company’s independent registered accounting firm for our fiscal year ending December 31, 2018

The Company is recommending that Soles, Heyn & Company, LLP be retained as the Company’s independent registered accounting firm. Note that auditors are in favor of Proposal 7.

Fees Paid to Auditors

The following table presents fees for professional services rendered by Soles, Heyn & Company LLP, our independent auditors for the audit of our financial statements for the years ended December 31, 2018, and December 31, 2017: