UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act ofPROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. (__)
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Filed by a Party other than the Registrant | [ ] |
Check the appropriate box:
[ ] | Preliminary Proxy Statement | |
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
[X] | Definitive Proxy Statement | |
[ ] | Definitive Additional Materials | |
[ ] | Soliciting Material Pursuant to §240.14a-12 |
GREENWAY TECHNOLOGIES, INC.
(Name of Registrant as Specified in itsIts Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] | No fee required. | |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
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(5) | Total fee paid: | |
[ ] | Fee paid previously with preliminary |
[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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May 23,
1521 North Cooper Street, Suite 205
Arlington, Texas 76011
November 8, 2019
Dear Greenway Technologies Stockholder:Stockholders:
I am pleased to invite youYou are cordially invited to attend a special meeting (our “Special Meeting”) of the 2019 Annual Meeting of Stockholders (the “Annual Meeting”)stockholders of Greenway Technologies, Inc. (“Greenway”, a Texas corporation (our “Company”) to be held on June 26,Wednesday, December 11, 2019, at the Hilton Hotel,Arlington, 2401 East Lamar Blvd., Arlington, Texas 76006. Our Special Meeting will start promptly at 10:30 a.m. Central Standard Time.
Whether or not you plan to attend our Special Meeting in person, your vote is important. Pursuant to the rules promulgated by the Securities and Exchange Commission (the “SEC”), on or about November 20, 2019, we will begin mailing to our stockholders our proxy statement, a proxy card, and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on April 19, 2019, as amended by Amendment No. 1 on form 10-K/A, filed with the SEC on May 15, 2019 (collectively, our “Proxy Materials”). You may vote (i) in person at our Special Meeting, (ii) via a toll-free telephone number, (iii) over the Internet, or (iv) by completing, signing, dating, and promptly returning the proxy card you receive with our Proxy Materials. Please review the instructions on our Proxy Materials regarding your voting options.
Details regarding the meeting and the business to be conducted at the Special Meeting are more fully described in the accompanying Notice of 2019 AnnualSpecial Meeting of the Stockholders and Proxy Statement.Materials.
Thank you for being a stockholder of our Company. We look forward to seeing you at the Special Meeting.
Very truly yours, | |
/s/ Raymond Wright | |
Raymond Wright | |
Chairman of the Board of Directors |
1521 North Cooper Street, Suite 205
Arlington, Texas 76011
NOTICE OF A SPECIAL MEETING OF THE STOCKHOLDERS
TO BE HELD ON
DECEMBER 11, 2019
DEAR STOCKHOLDER:
Please take notice that a special meeting (our “Special Meeting”) of the stockholders (our “Stockholders”) of Greenway Technologies, Inc., a Texas corporation (our “Company”), will be held on Wednesday, December 11, 2019, at 10:30 a.m. Central Standard Time, at the Hilton Arlington, 2401 East Lamar Boulevard, Arlington, Texas 76006 for the following purposes:
1. | To amend our certificate of formation of our Company (our “Certificate”) to increase the number of authorized shares of Class A Shares of our Company, par value $0.0001 per share (the “Class A Shares”) from 300,000,000 to 500,000,000; | |
2. | To amend our Certificate to change the name of our Class A Shares to “common stock” (our “Common Stock”), with the same $0.0001 par value per share, designations, powers, privileges, rights, qualifications, limitations, and restrictions as the current Class A Shares; | |
3. | To amend our Certificate to eliminate the Class B Shares of our Company, par value $0.0001 per share (the “Class B Shares”), as a class of stock of our Company; | |
4. | To amend our Certificate to specify the vote required to approve certain actions before our Stockholders, including “fundamental actions,” as defined by Texas Business Organizations Code (the “TBOC”) Section 21.364, and “fundamental business transactions,” as defined by TBOC Section 1.002(32); | |
5. | To transact such other business as may properly come before our Special Meeting and any adjournment or postponement thereof. |
The above-listed items of business are more fully described in the proxy statement (our “Proxy Statement”) accompanying this notice of our Special Meeting (this “Meeting Notice”).
Our board of directors (our “Board of Directors”) has fixed 5:00 p.m. Central Daylight Time on Tuesday, October 29, 2019, as the record date for determining our Stockholders entitled to receive our Meeting Notice and to vote at our Special Meeting and for any adjournment or postponement thereof. Pursuant to the rules promulgated by the Securities and Exchange Commission, rules, on or about June 3,November 20, 2019, we will begin mailing to our stockholders theStockholders our Proxy Statement, a proxy card (our “Proxy Card”), and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on April 19, 2019, as amended by Amendment No. 1 on form of Proxy.10-K/A, filed with the SEC on May 15, 2019 (collectively, our “Proxy Materials”).
Your vote is important. Whether or not you planexpect to attend the Annualour Special Meeting I hope you will vote as soon as possible. You may vote in person, atyou are urged to vote (i) via a toll-free telephone number, (ii) over the AnnualInternet, or (iii) by completing, signing, dating, and promptly returning the Proxy Card. Instructions regarding all three methods of voting are included in our Proxy Materials. If you vote and then decide to attend our Special Meeting orto vote your shares in person, you also may vote by mailing astill do so. Your proxy card or voting by telephone. Please reviewis revocable in accordance with the instructions on the the proxy card regarding your voting options.
Thank you for being a Greenway stockholder. We look forward to seeing you atprocedures set forth in our Annual Meeting.Proxy Statement.
By Order of our Board of Directors, | ||
/s/ | ||
Kent Harer | ||
Arlington, Texas | ||
November 8, 2019 |
GREENWAY TECHNOLOGIES, INC.
1521 North Cooper Street, Suite 205
Arlington, Texas 76011
FormerlyPROXY STATEMENT
(8851 Camp Bowie West Blvd. Suite 240
Fort Worth, Texas,76116)
NOTICE OF 2019 ANNUALFOR A SPECIAL MEETING OF SHAREHOLDERSTHE STOCKHOLDERS
June 26,TO BE HELD ON DECEMBER 10, 2019
9:00 a.m. Central Standard Time
To the shareholders of Greenway Technologies, Inc.:
Notice is hereby given that the 2019 annual meetingTable of shareholders (the “Annual Meeting”)Contents
1521 North Cooper Street, Suite 205
Arlington, Texas 76011
PROXY STATEMENT
Greenway Technologies, Inc., a Texas corporation, (the “Company”), will be held on Wednesday June 26, 2019is soliciting your proxy to vote your shares at 9:00 a.m. Central Standard Time, at the Hilton Hotel, 2401 East Lamar Boulevard, Arlington, Texas 76006 for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
Only shareholders of record asour Special Meeting of the close of business on May 19,2019 are entitled to receive notice of, to attend, and to vote at, the Annual Meeting.
You are cordially invited to attend the Annual Meeting in person. To ensure that your vote is counted at the Annual Meeting, however, please vote as promptly as possible.
Arlington, Texas
May 23, 2019
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING
TO BE HELD ON JUNE 26, 2019
GREENWAY TECHNOLOGIES, INC.
1521 North Cooper Street, Suite 205
Arlington, Texas 76011
PROXY STATEMENT
FOR
2019 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
Why am I receiving these materials?
Greenway Technologies, Inc. (the “Company”) has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at the 2019 annual meeting of shareholders (the “Annual Meeting”)Stockholders to be held on Wednesday, June 26,December 11, 2019, at 9:0010:30 a.m. Central Standard Time and(“CST”) at any postponement(s) or adjournment(s) thereof. These materials were first sent or made available to shareholders on May 31, 2019. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement (the “Proxy Statement”). The Annual Meeting will be held at Hilton Hotel,Arlington, 2401 East Lamar Boulevard, Arlington, Texas 76006.
What is includedOur proxy statement (our “Proxy Statement”) contains important information regarding our Special Meeting. Specifically, it identifies the proposals on which you are being asked to vote, provides information that you may find useful in these materials?determining how to vote, and describes voting procedures.
TheseWe use several abbreviations in our Proxy Statement. We refer to Greenway Technologies, Inc. as our “Company.” We call our board of directors of our Company our “Board of Directors” and each of the directors serving on our Board of Directors, a “Director,” and collectively, our “Directors.” References to “2018” mean our fiscal period 2018, which began on January 1, 2018, and ended on December 31, 2018. We refer to our special meeting of the Stockholders to be held on December 11, 2019, as our “Special Meeting” and the notice of our Special Meeting as our “Meeting Notice.” References to our “Annual Report” mean our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 19, 2019, and amended by Amendment No. 1 on Form 10-K/A, filed with the SEC on May 13, 2019. “Class A Shares” means our Company’s Class A Shares, par value $0.0001 per share, and holders of our Class A Shares are collectively referred to as “Stockholders.”
On or about November 20, 2019, we plan to mail to all of our Stockholders of record (our “Stockholders of Record”) as of 5:00 p.m. Central Daylight Time on Tuesday, October 29, 2019 (the “Record Date”) our Meeting Notice, our Proxy Statement, a proxy card (our “Proxy Card”) and a copy of our Annual Report (together with our Meeting Notice, Proxy Statement, and Proxy Card, our “Proxy Materials”). Our Proxy Materials provide instructions for how to vote your Class A Shares.
You are accordingly urged to vote (i) via a toll-free telephone number, (ii) over the Internet, or (iii) by completing, signing, dating, and promptly returning our Proxy Card. Instructions regarding all three methods of voting are included in our Proxy Materials. If you vote and then decide to attend our Special Meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in our Proxy Statement. Our Company will bear all attendant costs of the solicitation of proxies for our Special Meeting.
Our Company will reimburse brokerage firms and other persons representing beneficial owners (“Beneficial Owners”) of shares for their expenses in forwarding solicitation materials include:to such Beneficial Owners. Proxies may be solicited by certain of our Company’s Directors, officers, and regular employees, without additional compensation, personally or by telephone, facsimile, or email, or by a third party.
A copy of our Annual Report is included with our Proxy Materials, but is available on our website (gwtechinc.com/investors) or upon request by contacting us via mail at Greenway Technologies, Inc. 1521 N. Cooper Street, Suite 205, Arlington, TX 76011, Attn: Investor Relations, or via email atir@gwtechinc.com. The following questions provide information about our Proxy Materials and our Special Meeting.
Who may attend our Special Meeting and vote at our Special Meeting?
Our Board of Directors has fixed 5:00 p.m. CDT on Tuesday, October 29, 2019, as the Record Date for determining Stockholders entitled to receive our Meeting Notice and to vote their Class A Shares at our Special Meeting and at any adjournment or postponement thereof. Each Stockholder as of the Record Date is entitled to one (1) vote for each Class A Share owned as of the Record Date. On the Record Date there were 290,148,677 Class A Shares issued and outstanding.
At least 10 days before our Special Meeting, we will make a complete list of Stockholders entitled to vote at our Special Meeting open to the examination of any Stockholder, for any purpose germane to our Special Meeting, at our offices located at 1521 N. Cooper Street, Suite 205, Arlington, TX 76011. The list will also be made available to Stockholders present at our Special Meeting.
What is the difference between holding shares as a Stockholder of Record and as a Beneficial Owner?
Most Stockholders hold their shares through a broker, bank, or other nominee rather than directly in such Stockholder’s own name as the Stockholder of Record. As summarize below, there are some distinctions between Class A Shares held of record and those owned beneficially.
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What items will be voted on at the Annual Meeting?How do I vote?
The Company is aware of seven items that shareholders may vote on at the Annual Meeting. Seven items are listed on the Company’s proxy card that will only be voted upon at the Annual Meeting. The following items are each listed on the Company’s proxy card:
The election to the Company’s Board of Directors (the “Board”) as named in this Proxy Statement; Raymond Wright, Kevin Jones, Kent Harer, Paul Alfano, Michael Wykrent and Ransom Jones. (Proposal 1)
The amendment of 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 with the same par value. (Proposal 2
The amendment to the Company’s Articles of Incorporationallowing the vote of the holders of a majority of the shares entitled to vote on and represented in person or by proxy at a shareholders’ meeting at which a quorum is present. (Proposal 3)
The amendment of the Company’s Bylaws Section 2.12 to set the number of Directors of this Corporation not less than Three (3) nor more than Seven (7). If there happens to be a tied vote on a matter then and in that event, the highest-ranking non-director shall cast the final vote” (Proposal 4)
The amendment of the Company’s Bylaws Section 3.07 to eliminate cumulative voting at all meetings of the stockholders. (Proposal 5)
The amendment 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% (proposal 6)
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 (Proposal No7).
What are the Board’s voting recommendations?
The Board recommends that you vote your shares:
Where are the Company’s principal executive offices located and what is the Company’s main telephone number?
The Company’s principal executive offices are located at 1521 North Cooper Street, Suite 205, Arlington, Texas 76011. Our telephone number 800-289-2515. Our former address was 8851 Camp Bowie West Blvd. Suite 240, Fort Worth, Texas,76116.
What is the Company’s fiscal year?
The Company’s fiscal year is December 31. Unless otherwise stated, all information presented in this Proxy Statement is based on the Company’s fiscal calendar.
Why did I receive a full set of proxy materials instead of a one-page notice in the mail regarding the Internet availability of proxy materials?
Pursuant to rules adopted by the SEC, the Company is using the “full set” delivery option which means that all shareholders will receive by mail The Proxy Statement and the form of Proxy
I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
The Company has adopted an SEC-approved procedure called “house-holding.” Under this procedure, the Company delivers a single copy of this Proxy Statement and the Annual Report to multiple shareholders who share the same address unless the Company has received contrary instructions from one or more of the shareholders. This procedure reduces the Company’s printing and mailing costs, and the environmental impact of its annual meetings. Shareholders who participate in house-holding will continue to be able to access and receive separate proxy cards. Upon written or oral request, the Company will deliver promptly a separate copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to any shareholder at a shared address to which the Company delivered a single copy of any of these documents.
To receive free of charge a separate copy of the Notice and, if applicable, this Proxy Statement or the Annual Report, shareholders may write or call the Company at the following:
Greenway Technologies, Inc.
1521 North Cooper Street, Suite 205
Arlington, Texas 76011
800-289-2515
Shareholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about house-holding.
How can I get electronic access to the proxy materials?
The Company’s proxy materials are also available at www.gwtechinc.com. This website address is included for reference only. The information contained on the Company’s website is not incorporated by reference into this Proxy Statement.
Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.
Who may vote at the Annual Meeting?
Each share of the Company’s common stock has one vote on each matter. Only shareholders of record as of the close of business on May 20, 2019 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of May 23, 2019, there were 286,448,677 shares of the Company’s common stock issued and outstanding, held 512 holders of record. In addition to shareholders of record of the Company’s common stock, beneficial owners of shares held in street name as of the Record Date can vote using the methods described below.
What is the difference between a shareholder of record and a beneficial owner of shares held in street name?
Shareholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Transfer Online, you are considered the shareholder of record with respect to those shares, and the Notice was sent directly to you by the Company.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and a Notice was forwarded to you by that organization. As a beneficial owner,Stockholder, you have the right to instruct your broker, bank, trustee, or nominee howvote on specified business matters affecting our Company. The proposals that will be presented at our Special Meeting, and upon which you are being asked to vote, your shares.are discussed in the sections of our Proxy Statement beginning with “Proposal No. 1” as outlined in our Meeting Notice. Each Class A Share you own entitles you to one vote.
If I am a shareholder of record of the Company’s shares, how do I vote?
If you are a shareholderStockholder of record, thereRecord, you may vote in person at our Special Meeting or by proxy. There are fourthree ways to vote:vote by proxy:
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If I am a beneficial owner of shares held in street name, how do I vote?
If you are a beneficial owner of shares held in street name, there are four ways to vote:
You must bring a copy of the legal proxy to the Annual Meeting and ask for a ballot from an usher when you arrive. You must also bring valid picture identification such as a driver’s license or passport. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to an usher to be provided to the inspector of election.
● | By Mail |
What is the quorum requirementTelephone and Internet voting facilities for the Annual Meeting?Stockholders of Record will be available 24-hours-a-day and will close at 11:59 p.m., CST on Tuesday, December 10, 2019. All Proxy Cards submitted by mail must bereceived by Tuesday, December 10, 2019.
If you vote by proxy, you enable the individuals named in your proxy to vote your Class A Shares at our Special Meeting in the manner you indicate. We encourage you to vote by proxy even if you plan to attend our Special Meeting. In this way, your Class A Shares will be voted even if you are unable to attend our Special Meeting.
Your Class A Shares will be voted as you direct on your proxy, whichever way you choose to submit it. If you attend our Special Meeting, you may deliver your completed Proxy Card in person or fill out and return a ballot that will be supplied to you.
If you are a Beneficial Owner, you should follow the voting instructions provided by your broker or nominee.
What constitutes a quorum?
The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote at the AnnualSpecial Meeting must be present at the Annual Meeting in person or represented by proxy to constitute a quorum for the transaction of business. This is called a quorum. Your shares will beour Special Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining if therea quorum.
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What items will be voted on at our Special Meeting?
Our Company is a quorum if you:aware of eight items that Stockholders may vote on at our Special Meeting. Those eight items are each listed below and on our Proxy Card:
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If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies.
How are proxies voted?Proposal 2: The approval of an amendment to the Certificate to change the name of our Class A Shares from “Class A” to “common stock” (our “Common Stock”). The Common Stock would have the same par value $0.0001 per share, designations, powers, privileges, rights, qualifications, limitations, and restrictions as the current Class A Shares (such amendment, “Amendment No. 2”);
All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the shareholder’s instructions.
What happens if I do not give specific voting instructions?
Shareholders of Record. If you are a shareholder of record and you:
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● | Proposal 4: The approval of an amendment to our Certificate to specify the vote required to approve certain actions before our Stockholders, including “fundamental actions,” as defined by Texas Business Organizations Code (the “TBOC”) Section 21.364, and “fundamental business transactions,” as defined by TBOC Section 1.002(32) (such amendment, “Amendment No. 4”). |
thenWhat does our Board of Directors recommend?
Our Board of Directors recommends that you vote:
● | “FOR”Proposal 1: The approval of Amendment No. 1 to increase the number of authorized shares of Common Stock from 300,000,000 to 500,000,000; | ||
● | “FOR” Proposal 2: The approval of Amendment No. 2 to change the name of our Class A Shares to Common Stock, with the same $0.0001 par value per share, designations, powers, privileges, rights, qualifications, limitations, and restrictions as the current Class A Shares; | ||
● | “FOR”Proposal 3: The approval of Amendment No. 3 to eliminate Class B Shares as a class of stock of our Company; and | ||
● | “FOR”Proposal 4: the approval of Amendment No. 4 to specify the vote required to approve certain action before our Stockholders, including “fundamental actions,” as defined by the TBOC Section 21.364, and “fundamental business transactions,” as defined by TBOC Section 1.002(32). |
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What vote is required for approval of each proposal?
Our outstanding Class A Shares represent the persons namedonly voting capital stock of our Company, and each Class A Share is entitled to cast one vote. The following votes are required for approval of the proposals:
● | Proposal Nos. 1, 2, and 3 -The affirmative 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 Proposal Nos. 1, 2, and 3. Abstentions will have the same effect as a vote against the approval of Proposal Nos. 1, 2, and 3. As the vote for each of Proposal Nos. 1, 2, and 3 is considered a “routine” matter under applicable rules, your bank, broker, or other nomineemay vote on Proposal Nos. 1, 2, and 3 without instructions from you. Therefore, your bank, broker, or other nominee will be permitted to exercise its discretion to vote uninstructed Class A Shares on Proposal Nos. 1, 2 and 3. Also, unless instructions to the contrary are specified in a Proxy Card properly voted and returned through available channels, the proxies will be voted “FOR” Proposal Nos. 1, 2, and 3. | ||
● | Proposal No. 4 -The affirmative 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 Proposal No. 4. Abstentions will have the same effect as a vote against the approval of Proposal No. 4. As the vote on Proposal No. 4 is considered a “non-routine” matter under applicable rules, your bank, broker, or other nomineemay not vote on Proposal No. 4 without instructions from you. Therefore, broker “non-votes” will have the same effect as a vote against Proposal No. 4. Unless instructions to the contrary are specified in a Proxy Card properly voted and returned through available channels, the proxies will be voted “FOR” Proposal No. 4. |
An automated system administered by Mediant Communications Inc., our master tabulator and inspector of elections (“Mediant”), will tabulate votes by proxy at our Special Meeting, and a representative of Mediant will tabulate votes cast in person at our Special Meeting.
What if I sign and return my Proxy Card without making any selection?
If you sign and return your Proxy Card without making any selections, your Class A Shares will be voted as recommended by our Board of Directors. If other matters properly come before our Special Meeting, the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matterthose matters for you at their discretion. As of the date of our Proxy Statement, we are not aware of any matters that will come before our Special Meeting, other than those disclosed in our Proxy Statement.
What if I am a Beneficial Owner and I do not give the nominee voting instructions?
Brokerage firms have the authority to vote shares for which their customers do not provide voting instructions on certain “routine” matters. However, for “non-routine” matters, brokerage firms may not vote shares for which their customers have not provided voting instructions. A broker “non-vote” occurs when a nominee who holds shares of stock for another does not vote on a particular item, because the nominee does not have discretionary voting authority for that item and has not received instructions from the owner of the shares of stock. Broker “non-votes” are included in the calculation of the number of votes considered to be present at our Special Meeting for purposes of determining the presence of a quorum, but broker non-votes are not counted as shares present and entitled to be voted with respect to a matter on which the nominee has expressly not voted.Without your shares. This is generally referredvoting instructions, a brokermay vote your Class A Shares with respect to asProposal Nos. 1-3, but maynot vote your Class A Shares with respect Proposal No. 4.
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What if I abstain or withhold authority to vote on a “broker non-vote.”proposal?
Which ballot measures are considered “routine”For all proposals, if you sign and return your proxy marked “ABSTAIN,” or “non-routine”?withhold authority to vote, it will have the same effect as a vote “AGAINST” such proposal, because an abstention represents a share entitled to vote and thus is included in the denominator in determining the percentage approved.
Proposals 1-6 areAlso, as the vote on Proposal No. 4 is considered “non-routine” matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposals No. 1 through No. 6
The ratification of the appointment of the appointment of Soles, Heyn & Company, LLP as the Company’s independent registered accounting firm for our fiscal year ending December 31, 2018 (Proposal No. 7; is considered a routine matter under applicable rules. Arules, your bank, broker, or other nominee may generallynot vote on routine matters, and therefore nothis matter without instructions from you. Therefore, broker non-votes are expected to exist in connection with Proposals No. 7
What is the voting requirement to approve each of the proposals?
With respect to the election of directors (Proposal No. 1), the bylaws provide for majority voting in elections of directors. An “uncontested election of directors” means an election of directors in which, at the expiration of the time fixed pursuant to the Company’s bylaws requiring advance notice of director candidates, the number of candidates for election does not exceed the number of directors to be elected by the shareholders at that election. Therefore, majority voting policy“non-votes” will apply to the election taking place at the Annual Meeting.
Amending the Company’s Articles (Proposals No.2 and 3) and amending the Company’s Bylaws (Proposals No. 4 and 5) each require the affirmative vote of a majority of the Company’s outstanding shares. If Proposal No. 2 and/or 3 is approved, then the Board will separately amend the Company’s Articles at the meeting of the Board immediately following the Annual Meeting to adopt the majority voting standard and that standard will apply to future elections to amend the Articles. If Proposal No. 4,5 and 6 is approved the Board will separately amend the Company’s Bylaws at the meeting of the Board immediately following the Annual Meeting to adopt changes to the Bylaws.
How are broker non-votes and abstentions treated?
Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes received in connection with each proposal.
With respect to the election of directors (Proposal No. 1), under the majority voting policy adopted by the Company and described above, broker non-votes and abstentions, which have the same effect as “against” votes, could cause a nominee to fail to obtain the required affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute the quorum.
With respect to the proposals to amend the Company’s Articles (Proposals No.2 and 3), and the Company’s bylaws (Proposals No 4,5 and 6), broker non-votes and abstentions could prevent the proposal from receiving the required affirmative vote of a majority of the Company’s outstanding shares.
With respect to each of the other proposals, broker non-votes and abstentions could prevent the proposal from receiving the required affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute the quorum.
In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructions with respect to each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice or voting instruction form.“AGAINST” these proposals.
CanWhat does it mean if I receive more than one full set of Proxy Materials?
If you receive more than one full set of Proxy Materials by mail, you will need to vote once for each set of Proxy Materials you receive, either (i) via a toll-free telephone number, (ii) over the Internet, or (iii) by completing, signing, dating, and promptly returning our Proxy Card, which you received with our Proxy Materials.
May I change my vote after I have voted?proxy?
YouYes, a proxy may revoke yourbe revoked by the Stockholder giving the proxy, and change your vote at any time before the taking of the vote at the Annual Meeting. Prior to the applicable cutoff time, you may change your vote using the telephone methods described above, in which case only your latest proxy submitted prior to the Annual Meeting will be counted. You may also revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revokedit is voted, by delivering a written notice of revocation to our Company at its principal executive offices located at 1521 North Cooper Street, Suite 205, Arlington, Texas 76011 prior to our Special Meeting. A prior proxy is automatically revoked by a Stockholder giving a subsequent proxy or attending and voting at our Special Meeting. To revoke a proxy previously submitted by telephone or through the Company’s SecretaryInternet, you may simply vote again at a later date, using the same procedures, in which case your later-submitted vote will be recorded, and your earlier vote revoked. Attendance at our Special Meeting in and of itself does not revoke a prior proxy.
B. Interest of Certain Persons in or Opposition to Matters to be Acted Upon
None of our officers, Directors, or any “associate” (as defined under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such persons has any substantial interest in the matters to be voted upon by our Stockholders, other than in such person’s role as an officer, Director, or Stockholder.
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C. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the Record Date, the number of Class A Shares beneficially owned and the percentage ownership for: (i) each person or entity known by our Company to beneficially own more than 5% of any class of our voting securities, based on our review of any statements filed with the SEC under Section 13(d) or Section 13(g) of the Exchange Act; (ii) each Director; (iii) each of our chief executive officer and our two other most highly compensated executive officers whose annual compensation exceeded $100,000 for 2018 (collectively, our “Named Executive Officers”); and (iv) all of our current Directors and Named Executive Officers as a group. Unless otherwise indicated the address for each person named below is: c/o Greenway Technologies, Inc., 1521 North Cooper Street, Suite 205,
Arlington, Texas, 76011 prior to the Annual Meeting.
Who will serve as the inspector of election?76011.
A representative from Broadridge Financial Solutions will serve as the inspector of the election.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:
As | ||
Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.
Where can I find the voting results of the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. The Company will publish the final voting results in a Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.
Who is paying the costs of this proxy solicitation?
The Company is paying the costs of the solicitation of proxies. The Company has retained Broadridge Investor Communication Solutions to assist in obtaining proxies by mail, facsimile or email from brokerage firms, banks, broker-dealers or other similar organizations representing beneficial owners of shares for the Annual Meeting. We have agreed to a fee of approximately $9,892 plus out-of-pocket expenses for an uncontested proxy solicitation and approximately $15,584 for a contested proxy solicitation with Broadridge Investor Communication Solutions which may be contacted at 631-254-7400.
The Company must also pay brokerage firms, banks, broker-dealers or other similar organizations representing beneficial owners of shares held in street name certain fees associated with:
In addition, certain of the Company’s directors, officers and regular employees, without additional compensation, may solicit proxies on the Company’s behalf in person, by telephone, or by electronic communication.
How can I attend the Annual Meeting?
Only shareholders as of the Record Date, there were 290,148,677 outstanding Class A Shares, which are entitled to attend the Annual Meeting. Admission will be on a first-come, first-served basis. Admission will begin at 8:00 a.m. Central Standard Time on the dateonly outstanding voting securities of the Annual Meeting, and each shareholder must present valid picture identification such as a driver’s license or passport and, if asked, provide proof of stock ownership as of the Record Date. The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is not permitted at the Annual Meeting.our Company.
What is the deadline to propose actions for consideration or to nominate individuals to serve as directors at the 2019 annual meeting of shareholders?
Title and Class of Securities Beneficially Owned | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) | ||||||||
5% Stockholders: | Number | Percent of Class | ||||||||
Class A Shares | Paul Alfano (2) | 21,500,000 | 7.4 | % | ||||||
Class A Shares | Richard Halden (3) | 19,205,911 | 6.6 | % | ||||||
Class A Shares | Kevin Jones (4) | 22,492,843 | 7.8 | % | ||||||
Class A Shares | Randy Moseley (5) | 22,178,302 | 7.6 | % | ||||||
Class A Shares | D. Patrick Six (6) | 15,333,272 | 5.3 | % | ||||||
Class A Shares | Raymond Wright (7) | 17,500,000 | 6.0 | % | ||||||
Directors and Named Executive Officers: | Number | Percent of Class | ||||||||
Class A Shares | Paul Alfano(2) | 21,500,000 | 7.4 | % | ||||||
Class A Shares | Kent Harer (8) | 4,000,000 | 1.4 | % | ||||||
Class A Shares | Kevin Jones (4) | 22,492,843 | 7.8 | % | ||||||
Class A Shares | Ransom Jones (9) | 4,125,000 | 1.4 | % | ||||||
Class A Shares | Raymond Wright (7) | 17,500,000 | 6.0 | % | ||||||
Class A Shares | Michael Wykrent (10) | 8,799,999 | 3.0 | % | ||||||
Class A Shares | Thomas Phillips (11) | 2,500,000 | 0.9 | % | ||||||
Class A Shares | All current Directors and Named Executive Officers as a group (7 persons) (12) | 80,917,842 | 27.9 | % | ||||||
Class A Shares | John Olynick (13) | 500,000 | 0.2 | % |
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.
Name | Position with the Company | Age as of the Annual Meeting | Director Since | |||
Raymond Wright | Director, Chairman of the Board, President Greenway Innovative Energy | 82 | 2017 | |||
Kevin Jones | Director | 53 | 2017 | |||
Kenton J. Harer | Director | 61 | 2017 | |||
Ransom Jones | Director, Secretary and CFO | 70 | 2017 | |||
Paul Alfano | Director Nominee | 64 | NA | |||
Michael Wykrent | Director Nominee | 76 | NA |
(1) | Applicable percentages are based on 290,148,677 Class A Shares outstanding as of the Record Date. Beneficial ownership is determined by rules promulgated by the SEC and generally includes voting or investment power with respect to securities. Class A Shares underlying options, warrants, and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days of the Record Date are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, we believe that each of the individuals named in the table has sole voting and investment power with respect to the Class A Shares indicated as beneficially owned by such individual. The table includes Class A Shares and options, warrants, and convertible notes exercisable or convertible into Class A Shares that are either vested or may vest within 60 days of the Record Date. Other than as stated in this table or the footnotes to this table, there are no arrangements or understandings known to our Company, including any pledge by any person of our securities, the operation of which may, result in a change in control of our Company. |
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(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) |
Kevin Jones . Mr. Kevin Jones 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) |
| ||||
(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 | ||||
(8) | Kent Harer. Mr. Harer | ||||
(9) | Ransom Jones
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. |
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II. PROPOSALS TO BE VOTED ON AT OUR SPECIAL MEETING
A. | Proposal No. 1: Approval of Amendment No. 1 to Increase the Number of Authorized Class A Shares from 300,000,000 to 500,000,000 |
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
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B. | Proposal No. 2: Approval of Amendment No 2. to Change the Name of our Class A Shares to Common Stock |
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
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C. | Proposal No. 3: Approval of Amendment No. 3 to Eliminate the Class B Shares |
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
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D. | Proposal No. 4: Approval of Amendment No. 4 to Specify the Vote Required to Approve Certain Actions before our Stockholders |
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:
1. | Fundamental Actions: The affirmative vote of the holders of the majority of the shares entitled to vote on a “fundamental action,” as defined by Section 21.364 of the TBOC, is required to approve such “fundamental action.” | |
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.”
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
Shares of Common Stock Beneficially Owned (2) | ||||||||
Name of Beneficial Owner (1) | Number | Percent | ||||||
D. Patrick Six (3) | 16,333,272 | 5.7 | % | |||||
Raymond Wright (4) | 17,750,000 | 6.2 | % | |||||
Craig Takacs (5) | 3,666,963 | 1.3 | % | |||||
Ransom Jones (6) | 4,125,000 | 1.4 | % | |||||
Kevin Jones (7) | 19,613,029 | 6.8 | % | |||||
Kent Harer (8) | 0 | 0 | % | |||||
Peter Hauser (9) | 3,240,000 | 1.1 | % | |||||
John Olynick (10) | 550,000 | 0.2 | % | |||||
All directors and officers as a group (six persons) | 65,278,264 | 22.8 | % | |||||
Randy Moseley (11) | 22,178,302 | 7.71 | % | |||||
Richard Halden (12) | 15,543,239 | 5.4 | % | |||||
Paul Alfano | 21,250,000 | 7.4 | % |
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.
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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
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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.
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Text of Proposed Certificate Amendments
Current Language in the Certificate | Proposed Text of | Included Amendments | ||
ARTICLE FOUR The Corporation may issue two classes of shares, designed “Class A” and “Class B”. The Corporation may issue a total of 320,000,000 shares. The authorized number of | ARTICLE FOUR A. The Corporation
| Amendment No. 1 Amendment No. 2 Amendment No. 3 | ||
ARTICLE FIVE 5.01 A merger of the corporation of the lease or conveyance of all or substantially all of its assets is not considered a liquidation, dissolution, or winding up of the corporation’s affairs within the meaning of this article. 5.02 On any voluntary dissolution, liquidation, or winding up of the corporation’s affairs, the Class B shareholders are entitled to be 5.03 On any voluntary liquidation, dissolution, or winding up of the corporation’s affairs, the Class B shareholders
| ARTICLE FIVE (Delete Article V in its entirety as | Amendment No. 3 |
Appendix A
Current Language in the Certificate | Proposed Text of Certificate Giving Effect to Proposed Amendments Nos. 1-4 | Included Amendments |
ARTICLE TEN
| ARTICLE TEN
B. The affirmative vote of the holders of the majority of the shares entitled to vote on a “fundamental business transaction,” as defined by Section 1.002(32) of the TBOC (a “Fundamental Business Transaction”), is required to
| Amendment
|
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:
2018 | 2017 | |||||||
Audit Fees | $ | 38,021 | $ | 28,700 | ||||
Audit Related Fees | -0- | -0- | ||||||
Tax Fees | -0- | -0- | ||||||
Total | $ | 38,021 | $ | 28,700 |
Audit Fees billed by Soles, Heyn were for professional services rendered for the audit of our annual financial statements and review of our interim financial statements for the years ended December 31, 2018 and 2017, as well as for their assistance with and review of documents filed with the Securities and Exchange Commission.
Policy on Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm
The Company maintains a policy that bans its auditors from performing non-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the Board approve the audit and non-audit services and related budget in advance, and that the Board be provided with quarterly reporting on actual spending. This policy also mandates that the Company may not enter into auditor engagements for non-audit services without the express approval of the Board. In accordance with this policy, the Board pre-approved all services to be performed by the Company’s independent registered public accounting firm.
OTHER MATTERS
The Company knows of no other matters to be submitted to the shareholders at the Annual Meeting. If any other matters properly come before the shareholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.
May 23, 2019
The following is an example of a proxy card for the 2019 GWTI Annual Shareholder’s Meeting. If you have any questions, please see the instructions above.
Directions to the 2019 Annual Meeting of Shareholders
From Dallas Fort Worth International Airport
Dallas-Fort Worth International Airport, Dallas, TX 75261
Hotel Address: 2401 E Lamar Blvd, Arlington, TX 76006-7503