UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. (__)
Filed by the Registrant [X] | 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 its 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. |
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(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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[ ] | Fee paid previously with preliminary materials. |
[ ] | 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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(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
May 23, 2019
Dear Greenway Technologies Stockholder:
I am pleased to invite you to attend the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Greenway Technologies, Inc. (“Greenway”) to be held on June 26, 2019 at the Hilton Hotel, 2401 East Lamar Blvd., Arlington, Texas 76006.
Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2019 Annual Meeting of Stockholders and Proxy Statement.
Pursuant to the Securities and Exchange Commission rules, on or about June 3, 2019, we will begin mailing to our stockholders the Proxy Statement and a form of Proxy.
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 in person at the Annual Meeting or you also may vote by mailing a proxy card or voting by telephone. Please review the instructions on the the proxy card regarding your voting options.
Thank you for being a Greenway stockholder. We look forward to seeing you at our Annual Meeting.
Sincerely, | |
/s/ Raymond Wright | |
Raymond Wright, Chairman of the Board |
GREENWAY TECHNOLOGIES, INC.
1521 North Cooper Street, Suite 205
Arlington, Texas 76011
Formerly
(8851 Camp Bowie West Blvd. Suite 240
Fort Worth, Texas,76116)
NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS
June 26, 2019
9:00 a.m. Central Standard Time
To the shareholders of Greenway Technologies, Inc.:
Notice is hereby given that the 2019 annual meeting of shareholders (the “Annual Meeting”) of Greenway Technologies, Inc., a Texas corporation (the “Company”), will be held on Wednesday June 26, 2019 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”):
1. | To elect the Company’s Board of Directors (the “Board”). The Company intends to present for election the following six nominees: Raymond Wright, Kevin Jones, Kenton J. Harer, Ransom Jones, Paul Alfano and Michael Wykrent; | |
2. | To amend 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 an additional 10 million Preferred Shares; | |
3. | To amend 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 | |
4. | To amend 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” | |
5. | To amend the Company’s Bylaws Section 3.07 to eliminate cumulative voting at all meetings of the stockholders; | |
6. | To amend 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%; | |
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 |
Only shareholders of record as 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.
Sincerely, | |
/s/ John Olynick | |
John Olynick | |
President |
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”) to be held on Wednesday June 26, 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 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, 2401 East Lamar Boulevard, Arlington, Texas 76006.
What is included in these materials?
These materials include:
● | This Proxy Statement and form of proxy for the Annual Meeting; and | |
● | The following are incorporated by reference; the Company’s quarterly report on Form 10-Q for the period ended March 31, 2019 as filed on May 20, 2019, the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2019 (the “Annual Report”), Form 10-Q for the period ended September 30, 2018, as filed on November 23, 2018, with the Securities and Exchange Commission Form 10-Q for the period ended June 30, 2018, as filed on August 20, 2018, with the Securities and Exchange Commission, All filings with the SEC can be viewed on our web site at.http://gwtechinc.com/sec-filings/ or onwww.sec.gov. Printed versions of these filings are also available to you within 24 hours, upon request to the Company and if you requested printed versions by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting. |
What items will be voted on at the Annual Meeting?
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:
● | “FOR” 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) | |
● | “FOR” 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) | |
● | “FOR” 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 No. 3) |
● | “FOR” 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 No. 4) | |
“FOR” amendment of the Company’s Bylaws Section 3.07 to eliminate cumulative voting at all meetings of the stockholders (Proposal No. 5) | ||
“FOR” 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 No. 6) | ||
FOR” the 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 No. 7). |
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, 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:
● | In person. You may vote in person at the Annual Meeting by requesting a ballot from an usher when you arrive. You must bring valid picture identification such as a driver’s license or passport and may be requested to provide proof of stock ownership as of the Record Date. | |
● | By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the proxy card. | |
Vote by Internet-www.proxyvote.com | ||
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
● | By Mail. If you request (printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided. |
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:
● | In person. If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. |
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.
Vote by Internet-www.proxyvote.com | ||
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | ||
● | By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the voting instruction form. The availability of telephone voting may depend on the voting process of the organization that holds your shares. | |
● | By Mail. You will receive printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided. |
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:
● | Are entitled to vote and you are present in person at the Annual Meeting; or | |
● | Have properly voted by telephone or by submitting a proxy card or voting instruction form by mail. |
If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies.
How are proxies voted?
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:
● | Indicate when voting by telephone that you wish to vote as recommended by the Board; or | |
● | Sign and return a proxy card without giving specific voting instructions, |
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”?
Proposals 1-6 are 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. A broker or other nominee may generally vote on routine matters, and therefore no 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 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.
Can I change my vote after I have voted?
You may revoke your 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 revoked by delivering a written notice of revocation to the Company’s Secretary at 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?
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 necessary to meet applicable legal requirements; | |
● | To allow for the tabulation and certification of votes; and | |
● | To facilitate a successful proxy solicitation. |
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:
● | Forwarding the Notice to beneficial owners; | |
● | Forwarding printed proxy materials by mail to beneficial owners who specifically request them; and | |
● | Obtaining beneficial owners’ voting instructions. |
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 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 date 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.
What is the deadline to propose actions for consideration or to nominate individuals to serve as directors at the 2019 annual meeting of shareholders?
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 |
Raymond Wright – Chairman of the Board, Co-Founder and President of the wholly owned subsidiary Greenway Innovative Energy (GIE)
Mr. Wright has served as the President of Greenway Innovative Energy, Inc. since August 2012. Mr. Wright was a co-founder of DFW Genesis in 2009, where he began working on the natural gas-to-liquids (GTL) process and worked through 2012, when he and the late Conrad Greer formed Greenway Innovative Energy, Inc. to continue working on GTL solution development and what would become the company’s proprietary G-Reformer®. Previously, Mr. Wright worked with Dallas-based Texas Instruments (TI) managing operations and opening up new markets for (TI) in England. He developed and built a materials manufacturing facility for TI’s European operation and introduced TI’s Light Sensor technology in Europe. Mr. Wright was named Chairman of the Board in May, 2018.
Kevin Jones - Board Member
Kevin Jones founded Dallas-based All Commercial Floors in 1999 and is responsible for its overall operation. Under his leadership, ACF has grown from a two-person business to one of the largest and most respected commercial flooring companies in the country with offices throughout the United States, and with annual sales exceeding $60 million. Mr. Jones attended Texas Tech University in Lubbock, Texas. Ransom B. Jones and Kevin Jones are brothers.
Kenton J. Harer - Board Member
Kenton J. Harer is a recent addition to the Greenway Board of Directors and joined in early 2017. He began his career working for the oilfield division of LTV Corporation in 1981. In 1984, he began working in the industrial gas industry where he developed an extensive knowledge of the industrial gas business and the various technologies of the diverse industries it serves. He has been and remains an instrumental part of the operation of world-renowned French company Air Liquide in the United States. In his capacity at Air Liquide, Mr. Harer was involved in the development of the G-Reformer® utilizing existing technologies and was instrumental in negotiating agreements between Air Liquide and Greenway that allowed Greenway to develop and commercialize the G-Reformer™ technology. He graduated from the University of South Dakota with a Bachelor of Science in Business Administration in 1980.
Ransom Jones - Board Member, Secretary, and Chief Financial Officer
Ransom B. Jones has over 40 years of diverse business experience. He is a retired partner of KPMG Peat Marwick and former Chief Financial Officer of two publicly traded corporations, Western Preferred Corporation and El Paso Refining, Inc. He has also served as an officer of some of the largest and most prestigious global financial institutions including Goldman Sachs, Citicorp, ABN-AMRO Bank, and AIG. Mr. Jones served as President and Interim Chief Executive Officer of UMED through April 2017. He graduated from the University of Texas at El Paso in 1971 with a BBA, Accounting.
Paul Alfano – Director Nominee
Paul Alfano, age 64 , is a major Greenway shareholder and has served as a consultant to Greenway since 2016.He has extensive leadership experience in Silicon Valley and currently runs his own consulting firm based in Rochester, NY. Paul has led Worldwide Sales and Business Development teams, Alliances and Joint Ventures. Paul led Sales & BD teams while at Hewlett-Packard, Network Appliance and Portal Software (acquired by Oracle). He interacted with “C-Level” Fortune 50 Executives throughout his career. Most notably Paul had a very successful 25-year career at HP Headquarters (Palo Alto, CA), with his last assignment as Director of WW Sales & Business Development for HP-Cisco Alliance, ending in 2007. He reported into both Senior Management Teams (HP & Cisco) and constantly exceeded goals. Paul also led HP’s SBC-PacBell account team for many years, which was one of HP’s largest and most profitable accounts. Paul is a graduate of St. John Fisher College (Rochester, NY) having earned a BS in Marketing, as well as an MBA in Finance from Rochester Institute of Technology (RIT).
Michael Wykrent-Director Nominee
Michael Wykrent, age 76, retired from United Parcel Service (UPS) after a 27-year career working in Human Resources as a Region Communications Manager. When he began his career at UPS the company was comprised of only a few thousand managers. By the end of his career the company became a world-wide service provider, now with over 481,000 employees. Michael helped open new operating areas as the company was expanding and also headed up Region Employee Opinion Surveys as well as coordinating the charitable contributions throughout the southwest. His duties brought him into contact with management and employees working in Package Sorting and Delivery Operations, Labor Relations, Engineering, Accounting, Air Operations, Fleet Rentals, Vehicle Maintenance, Legal, Customer Service, Delivery Information and Loss Prevention. He served in the Navy for four years in communications and later graduated from Henry Ford College. Michael has been associated with Greenway Technologies since 2012 when it was part of the UMED group.
Role of the Board; Corporate Governance Matters
The Board oversees the Company’s President and other senior management in the competent and ethical operation of the Company and assures that the long-term interests of the shareholders are being served.
The Board met a total of five times during 2018. The Board has determined that all Board members, other than Mr. Ransom Jones, and Mr. Raymond Wright, are independent.
Board Leadership Structure
The Board believes that its current leadership structure best serves the objectives of the Board’s oversight of management, the ability of the Board to carry out its roles and responsibilities on behalf of the shareholders, and the Company’s overall corporate governance. The Board also believes that the current separation of the Chairman and President roles allows the President to focus his time and energy on operating and managing the Company and leveraging the experience and perspectives of the Chairman. The Board periodically reviews the leadership structure and may make changes in the future.
Board Committees
There is an Executive Committee consisting of Raymond Wright, Ransom Jones and Kenton Harer.
Family Relations
Ransom Jones and Kevin Jones are brothers.
Board Oversight of Risk Management
The Board believes that evaluating how the executive team manages the various risks confronting the Company is one of its most important areas of oversight. 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 all 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 members 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 officers of the Company. Biographical information pertaining 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 as CEO and Chairman 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 a 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 Officer
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.”
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows certain information as of April 15 , 2019 (the “Table Date”), unless otherwise indicated, with respect to the beneficial ownership of the Company’s common stock by: (i) each person the Company believes beneficially holds more than 5% of the outstanding shares of the Company’s common stock based solely on the Company’s review of SEC filings; (ii) each director and nominee; (iii) each named executive officer listed in the table entitled “Summary Compensation Table—under the section entitled “Executive Compensation”; and (iv) all directors and executive officers as a group. As of the Table Date, 286,488,677 shares of the Company’s common stock were issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of the Company’s common stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned. In addition, unless otherwise indicated, the address for each person named below is c/o the Company’s offices at 1521 North Cooper Street, Suite 205, Arlington, Texas 76011
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 | % |
(1) | Unless otherwise indicated, the address for each of these shareholders is c/o Greenway Technologies, Inc., at 1521 N. Cooper Street, Suite 205, Arlington, TX 76011. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock which he beneficially owns. | |
(2) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of December 31, 2018, there were outstanding 286,488,677 shares of our Class A common stock. | |
(3) | Mr. Six was elected chief executive officer on April 24, 2017. Mr. Six resigned as President on May 10, 2018, and as a director on February 19, 2019. | |
(4) | Mr. Wright is Chairman of the Board of Directors, and president of Greenway Innovative Energy, Inc., our wholly-owned subsidiary. | |
(5) | Mr. Takacs is a director. | |
(6) | Mr. Ransom Jones is a director and was formerly our interim chief executive officer, effective January 14, 2016, and president from August 4, 2016, through April 24, 2017. Mr. Jones was hired as Chief Financial Officer and Secretary on May 10, 2018. Ransom Jones and Kevin Jones are brothers. | |
(7) | Mr. Kevin Jones is a director. Kevin Jones and Ransom Jones are brothers. | |
(8) | Mr. Harer is a director. | |
(9) | Mr. Hauser was elected as a director on May 10, 2018 and resigned on March 8, 2019. | |
(10) | Mr. Olynick was hired as president on May 10, 2018. | |
(11) | Mr. Moseley was our former chief financial officer and a former director. He resigned from both positions on November 21, 2016. | |
(12) | Mr. Halden was a former president and a director. He resigned as president on January 14, 2016 and as a director on February 1, 2017. |
Other than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities:
● | The operation of which may at a subsequent date result in a change in control of the registrant; or | |
● | With respect to the election of directors or other matters. |
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 two 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 requests the election of six nominees to the 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 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 No. 4 requests an 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 No. 5 requests an amendment of the Company’s Bylaws Section3.07 to eliminate cumulative voting. Proposal 6 request an 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 7 request the 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 meetings of the stockholders.
PROPOSAL NO. 1
Election of Directors
The Company has nominated four current directors Raymond Wright, Kevin Jones, Ransom Jones, and Kenton J. Harer, as well as Paul Alfano and Michael Wykrent, to be elected to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified.
At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the six nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s five nominees. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote for an alternate nominee designated by the present Board to fill the vacancy.
Vote Required
In accordance with the policy of majority voting in uncontested director elections previously adopted by the Board, nominees receiving 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 be elected as directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified.
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, Paul Alfano, Michael Wykrent 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 500 million common shares and to authorize 10 million Preferred Shares with the same par value. 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. The Preferred shares allow the Company to present alternative opportunities to raise capital in that the Preferred shares can be convertible, redeemable and could have other designations that may be attractive to investors
Recommendation of the Board
The Board recommends a vote FOR Proposal No. 2.
PROPOSAL NO. 3
Amendment of the Articles of Incorporation
The Company’s shareholders are being asked to approve the amendment of the Articles of Incorporation .allowing 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. This amendment to the Articles is necessary to eliminate super majority voting on fundamental issues that come before the Shareholders and allow majority voting on all issues.
Recommendation of the Board
The Board recommends a vote FOR Proposal No. 3.
PROPOSAL NO. 4
Amendment of Section 2.12 of the Bylaws
The Company’s Shareholders are being asked to amend its 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. This proposal will grant the Company the opportunity to elect more diverse Board of Directors and eliminate the possibility of a situation where the Board may be deadlocked.
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.
(1) | Audit fees relate to professional services rendered in connection with the audit of the Company’s annual financial statements and internal control over financial reporting, quarterly review of financial statements included in the Company’s Quarterly Reports on Form 10-Q and audit services provided in connection with other statutory and regulatory filings. |
(2) | Audit-related fees comprise fees for professional services that are reasonably related to the performance of the worldwide audit or review of the Company’s financial statements. |
(3) | Tax fees relate to professional services rendered in connection with tax audits, international tax compliance, and international tax consulting and planning services. |
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
1. | Head west on W 32nd St 95 ft/ | |
2. | Make a U-Turn onto W 32nd St 0.1 mi/ | |
3. | Turn slightly right onto S Service Rd 1.3 mi/ | |
4. | Take left ramp onto International Pkwy S (TX-97-SPUR) toward TX-183/TX-360 0.9 mi/ | |
5. | Take ramp onto TX-360 S (Angus G Wynne Jr Fwy) toward Grand Prairie/Arlington 5.7 mi/ | |
6. | Take the exit toward Ave H/Lamar Blvd/I-30/Six Flags Dr/Randol Mill Rd/Globe Life Park in Arlington/Ave K/Brown Blvd/Ave J onto N Watson Rd 0.8 mi/ | |
7. | Continue on SH 360 0.3 mi/ | |
8. | Turn right onto E Lamar Blvd 0.2 mi/ | |
9. | Turn right 236 ft/ | |
10. | Arrive at your destination on the right |
Hotel Address: 2401 E Lamar Blvd, Arlington, TX 76006-7503