UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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. __)

Check the appropriate box:

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):

February 22,

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 onMarch 29, Wednesday, December 11, 2019, at9:00 AMat 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.

Pursuant to the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to stockholders over the Internet, we are posting the proxy materials on the Internet and delivering a notice of the Internet availability of the proxy materials. On or about March 4, 2019, we will begin mailing to our stockholders a Notice of Internet Availability (the “Notice”) containing instructions on how to access or request a copy of our Proxy Statement for the 2019 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2017.

Your vote is important. Whether or not you plan to attend the Annual Meeting, I hope you will vote as soon as possible. You may vote over the Internet or in person at the Annual Meeting or, if you requested printed copies of proxy materials, you also may vote by mailing a proxy card or voting by telephone. Please review the instructions on the Notice or on the proxy card regarding your voting options.Materials.

Thank you for being a Greenway stockholder.stockholder of our Company. We look forward to seeing you at our Annualthe Special Meeting.

Sincerely,

GREENWAY TECHNOLOGIES, INC.

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:

Formerly

(8851 Camp Bowie West Blvd. Suite 240

Fort Worth, Texas,76116)

NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS

March 29, 2019

9:00 a.m. Central Standard Time

ToPlease take notice that a special meeting (our “Special Meeting”) of the shareholders of Greenway Technologies, Inc.:

Notice is hereby given that the 2019 annual meeting of shareholders (thestockholders (our “Annual MeetingStockholders”) of Greenway Technologies, Inc., a Texas corporation (the(our “Company”), will be held on Friday, March 29,Wednesday, December 11, 2019, at 9:0010:30 a.m. Central Standard Time, at the Hilton Hotel,Arlington, 2401 East Lamar Boulevard, Arlington, Texas 76006 for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):purposes:

Only shareholders of record as of the closeThe 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 February 28,Tuesday, October 29, 2019, areas the record date for determining our Stockholders entitled to receive notice of, to attend,our Meeting Notice and to vote at our Special Meeting and for any adjournment or postponement thereof. Pursuant to the Annual Meeting.

As you may know from our 8-K Filingrules promulgated by the Securities and Exchange Commission, on Februaryor about November 20, 2019, D. Patrick Six has resigned fromwe will begin mailing to our Stockholders our Proxy Statement, a groupproxy card (our “Proxy Card”), and a copy of dissident Shareholders known as The Greenway Technologies Shareholder Committee. Prior to his resignation fromour Annual Report on Form 10-K for the Committee,fiscal year ended December 31, 2018, filed with the group held approximately 17% of the issued and outstanding common shares of the Company’s stock. Following his resignation, the Company calculates that the percentage is approximately 12%. The Committee has set a Special meeting of the ShareholdersSEC on April 4,19, 2019, in an attempt to take control ofas amended by Amendment No. 1 on form 10-K/A, filed with the company. The Committee leader is Mr. David Deison. Their Special meeting is an attempt to hold an annual meeting without authority granted bySEC on May 15, 2019 (collectively, our Bylaws. Two current Board members, Mr. Six and Mr. Takacs, were originally among the list of dissident shareholders. As stated above, and filed in our 8-K, Mr. Six has resigned from the group and has asked that his name be removed from the dissident’s Board of Directors ballot. I must be very clear, the Company, its management, and the majority of the Board of Directors are united in opposition to the actions of the Committee and their proposals, as will be thoroughly spelled out in the section titled“Opposition to Special Meeting.Proxy Materials”).

You are cordially invitedWhether or not you expect to attend the Annualour Special Meeting in person. To ensure thatperson, you are urged to vote (i) via a toll-free telephone number, (ii) over the Internet, 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 to vote your voteshares in person, you may still do so. Your proxy is counted atrevocable in accordance with the Annual Meeting, however, please vote as promptly as possible.procedures set forth in our Proxy Statement.

Arlington, Texas

February 22, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING

TO BE HELD ON March 29, 2019:

The Notice of Internet Availability of Proxy Materials, Notice of Meeting and

Proxy Statement is available free of charge at:www.proxyvote.com

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 made these materials available to you on the Internet or, upon your request, 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”) to be held on Friday March 29, 2019 at 9:00 a.m. Central Standard Time, and at any postponement(s) or adjournment(s) thereof. These materials were first sent or made available to shareholders on March 4, 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, 2401 East Lamar Boulevard, Arlington, Texas 76006.

What is included in these materials?

These materials include:

What items will be voted on at the Annual Meeting?

The Company is aware of four items that shareholders may vote on at the Annual Meeting. Four 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:

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 one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, the Company uses the Internet as the primary means of furnishing proxy materials to shareholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and the cost to the Company associated with the physical printing and mailing of materials.

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 the Notice and, if applicable, 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.GREENWAY TECHNOLOGIES, INC.

1521 North Cooper Street, Suite 205

Arlington, Texas 76011

800-289-2515PROXY STATEMENT

FOR A SPECIAL MEETING OF THE STOCKHOLDERS

TO BE HELD ON DECEMBER 10, 2019

Table of Contents

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.

1521 North Cooper Street, Suite 205

Arlington, Texas 76011

PROXY STATEMENT

How can I get electronic access to the proxy materials?

The Notice will provide you with instructions regarding how to use the Internet to:

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?I. GENERAL INFORMATION

Each shareGreenway Technologies, Inc., a Texas corporation, is soliciting your proxy to vote your shares at our Special Meeting of the Stockholders to be held on Wednesday, December 11, 2019, at 10:30 a.m. Central Standard Time (“CST”) at the Hilton Arlington, 2401 East Lamar Boulevard, Arlington, Texas 76006.

Our 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 determining how to vote, and describes voting procedures.

We 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 common stock has one vote on each matter. Only shareholdersClass 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 the close of business5:00 p.m. Central Daylight Time on March 4,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 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. About this Proxy Statement

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 notice of, to attend,our Meeting Notice and to vote their Class A Shares at the Annual Meeting. As of February 15, 2019, there were 286,448,677 shares of the Company’s common stock issuedour Special Meeting 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 nameat any adjournment or postponement thereof. Each Stockholder as of the Record Date canis entitled to one (1) vote usingfor each Class A Share owned as of the methods described below.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 shareholderStockholder 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 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, you have the right to instruct your broker, bank, trustee, or nominee how to vote your shares.

If I am a shareholder of record of the Company’s shares, how do I vote?

If you are a shareholder of record, there are four ways to vote:owned beneficially.

How do I vote?

As a Stockholder, you have the right to vote 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, 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 you are a Stockholder of Record, you may vote in person at our Special Meeting or by proxy. There are three ways to vote by proxy:

Telephone and Internet voting facilities for 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 Special Meeting must be present in person or represented by proxy to constitute a quorum for our Special Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum.

If I am a beneficial owner of shares held in street name, how do I vote?What items will be voted on at our Special Meeting?

If youOur Company is aware of eight items that Stockholders may vote on at our Special Meeting. Those eight items are a beneficial owner of shares held in street name, there are four ways to vote:each listed below and on our Proxy Card:

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.

What is the quorum requirement for the Annual Meeting?

A majority of the shares entitled to vote at the Annual Meeting must be present at the Annual Meeting in person or by proxy for the transaction of business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum if you:

If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies.

How are proxies voted?What does our Board of Directors recommend?

All shares represented by valid proxies received prior to the takingOur Board 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.

Directors recommends that you vote:

What happens if I do not give specific voting instructions?

Shareholders of Record. If you are a shareholder of record and you:

then the persons named as 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 matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which ballot measures are considered “routine” or “non-routine”?What vote is required for approval of each proposal?

Our outstanding Class A Shares represent the only voting capital stock of our Company, and each Class A Share is entitled to cast one vote. The election of directors (Proposal No. 1), the other proposalfollowing votes are required for the amendmentapproval of the Company’s Articles (Proposalproposals:

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 have the authority to vote on those 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 voting instructions, a brokermay vote your Class A Shares with respect to Proposal Nos. 1-3, but maynot vote your Class A Shares with respect Proposal No. 2),4.

What if I abstain or withhold authority to vote on a proposal?

For all proposals, if you sign and return your proxy marked “ABSTAIN,” or withhold authority to vote, it will have the same effect as a vote “AGAINST” such proposal, because an abstention represents a share entitled to amendvote and thus is included in the Bylaws (Proposal 3) aredenominator in determining the percentage approved.

Also, 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. 3

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. 4); 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. 4.

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 (Proposal No. 2) and amending the Company’s Bylaws (Proposal No. 3) each require the affirmative vote of a majority of the Company’s outstanding shares. If Proposal No. 2 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. 3 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 the Company’s bylaws (Proposal No. 3), 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 Internet or telephone methods described above, in which case only your latest Internet or telephone 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.

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 inspectorAs of the election.Record Date, there were 290,148,677 outstanding Class A Shares, which are the only outstanding voting securities of our Company.

. Mr. Kevin Jones founded Dallas-based All Commercial Floorsis a 5% Stockholder and a Director. Kevin Jones and Ransom 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 1999which 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)Randy Mosley. Mr. Mosely is responsible for its overall operation. Under his leadership, ACF has growna 5% 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 two-person business5% Stockholder, our chairman of our Board of Directors, and president of Greenway Innovative Energy, Inc., our wholly-owned subsidiary.(8)Kent Harer. Mr. Harer is 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 Company and Mr. Harer, filed asExhibit 10.37 to one ofour Annual Report on Form 10-Q/A, filed with the largestSEC on May 22, 2018.(9)Ransom Jones. Mr. Ransom Jones is a Director and most respected commercial flooring companies in the country with offices throughout the United States,our secretary, treasurer, and with annual sales exceeding $60 million. Mr. Jones attended Texas Tech University in Lubbock, Texas.chief financial officer, making him a Named Executive Officer. Ransom B. 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)Kenton J. HarerMichael 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

Kenton J. HarerA.

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

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:

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

Any nominee for election who does not receive the 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 will promptly submit in writing his or her irrevocable offer of resignation to the Secretary of the Company, subject only to the Board’s acceptance of that offer of resignation in accordance with the Board’s policies and procedures.

Recommendation of the Board

The Board recommends that shareholders vote FOR the election of Messrs. Raymond Wright, Kevin Jones, Kenton J. Harer, John Olynick, and Ransom Jones.

PROPOSAL NO. 2

Amendment of Articles of Incorporation

The Company’s shareholders are being asked to approve the amendment of the Articles of Incorporation (the “Articles”). If approved, the amendment would increase the authorized Class A common shares from 300 million common shares to 450 million common shares. The Company needs additional capital to meet its objectives for product development, staffing, reduction of debt, and general operating expenses. Approximately 280 million Class A common shares are issued and outstanding leaving only 20 million shares available to offer certain investors. The Company is of the opinion that the additional shares are needed.

Recommendation of the Board

The Board recommends a vote FOR Proposal No. 2.

PROPOSAL NO. 3

Amendment of the Bylaws

The Company is recommending that Section 3.14 of the Bylaws entitled “Special Meetings” be amended to increase the percentage of Shareholders necessary to call a Special Shareholders meeting from 10% to 25%. The purpose of this change is to minimize distractions from small groups of shareholders.

Recommendation of the Board

The Board recommends a vote FOR Proposal No. 3.

PROPOSAL NO. 4

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 3.

Fees Paid to Auditors

The following table shows the fees accrued or paid to the Company’s independent registered public accounting firms for the years ended December 31, 2017 and December 31, 2018.

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.

Vote Required

Approval of Proposal No. 4 requires the 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.

Recommendation of the Board

The Board recommends a vote FOR Proposal No. 4.

OPPOSITION TO SPECIAL MEETING

Will any other business be conducted at the meeting?

A group of shareholders formed a committee known as The Greenway Technologies Shareholder Committee, consisting of approximately 12% of the shareholders, (the Committee). Our Bylaws at the time of the formation of the Committee allowed a Special Shareholders meeting to be called by, among other provisions, 10% of the Shareholders. The Committee filed numerous Proxy Statements the last dated February 6, 2019 setting a Special meeting for April 4, 2019. The Committee has submitted through its Proxy Statement the following proposals that the Company opposes.

The Company is hereby advising the Shareholders

as to what has transpired and why the Company is opposed to the actions proposed by the “Greenway Technologies Shareholder Committee”

The statements made by the Committee as disclosures found under the heading “Why is the 2019 Special Meeting Being Called?” are a distortion of facts, are mostly false, and omit material information that is necessary for shareholders to make an informed voting decision at the proposed Special Meeting. The Company’s shareholders cannot be expected to discern whether certain of the members of the Company’s Board of Directors should be replaced with the Committee nominees without factual disclosures. Accordingly, the Company submits that the Committee’s Proxy Statement does not comply with Rule 14a-9 in that it does not include disclosures concerning the reasons for the Greenway Technologies Shareholder Committee’s solicitation.

The following is current background information and an accurate response to the disclosures made by the Committee.

What are the Board’s voting recommendations as to the proposals as found in the Greenway Technologies Shareholder Committee Proxy Statement?

The majority of the Board of Directors stand in opposition to the Committee’s Board of Director slate, the reimbursement of their expenses, and using a Special meeting versus an Annual meeting as the venue for voting.

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.

Dated: February 22, 2019

The following is anexample of a proxy card for the March 29, 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

Exhibit A