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
o
Check
the
appropriate box:
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o
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Preliminary
proxy statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
proxy statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to Rule
14a-12
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Global
Energy Holdings Group, 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):
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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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(4)
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Proposed
maximum aggregate value of transaction:
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o
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Fee
paid previously with preliminary
materials.
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o
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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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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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3348
Peachtree Road NE
Tower
Place Building 200, Suite 250
Atlanta,
GA 30326
November
10, 2008
Dear
Stockholder:
I
would
like to extend a personal invitation for you to join us at our annual meeting
of
stockholders on Thursday, December 11, 2008, at 9:00 a.m., Eastern Standard
Time, at 3348 Peachtree Road NE, Tower Place Building 200, First Floor, Atlanta,
Georgia.
At
this
year’s meeting, we are asking our stockholders to elect seven directors and to
ratify the appointment of Imowitz Koenig & Co., LLP as our independent
registered public accounting firm for 2008.
I
urge
you to vote in favor of each of these proposals, as our board of directors
has
recommended.
Attached
you will find a notice of meeting and proxy statement that contains information
about these items as well as specific details of the meeting.
Your
vote is important
.
Whether
or not you expect to attend the meeting, I encourage you to vote. Please sign
and return your proxy card before the meeting. This will assure that your shares
will be represented and voted at the meeting, even if you cannot
attend.
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Sincerely,
/s/
David R.
Ames
David
R. Ames
Chief
Executive Officer and
President
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GLOBAL
ENERGY HOLDINGS GROUP, INC.
3348
Peachtree Road NE
Tower
Place Building 200, Suite 250
Atlanta,
GA 30326
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
You
are
invited to attend the 2008 annual meeting of the stockholders of Global Energy
Holdings Group, Inc.:
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When
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9:00
a.m., Eastern Standard Time, on Thursday, December 11, 2008.
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Where
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3348
Peachtree Road NE, Tower Place Building 200, First Floor, Atlanta,
Georgia.
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Items
of
Business
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To elect
seven
directors to serve until the next annual meeting of stockholders or
until
their successors have been duly elected and qualified (Proposal No.
1);
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To ratify
the
appointment of Imowitz Koenig & Co., LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2008
(Proposal No. 2); and
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To conduct
any other
business that properly comes before the meeting or any adjournment
or
postponement of the meeting.
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Record
Date
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You
are entitled to vote if you are a stockholder of record at the close
of
business on October 31, 2008.
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Voting
by Proxy
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Our
board of directors is soliciting your proxy to assure that a quorum
is
present and that your shares are represented and voted at the meeting.
Please see the attached proxy statement and enclosed proxy card (no
extra
postage is needed for the enclosed envelope if mailed in the U.S.).
If you
later decide to vote at the meeting, information on revoking your
proxy
before the meeting is also provided. You may receive more than one
set of
proxy materials and proxy cards. Please promptly complete, sign and
return
each proxy card you receive to ensure that all of your shares are
represented and voted.
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Attendance
at Meeting
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If
you plan to attend the annual meeting, please be sure to mark the box
provided on the proxy card.
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Recommendations
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Our
board of directors recommends that you vote FOR each nominee for director
and FOR Proposal No. 2.
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Your
vote is important
.
Whether
or not you expect to attend the meeting, please submit your proxy promptly
to
assure that a quorum is present.
Thank
you
for your attention to this important matter.
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By
Order of the Board of Directors,
/s/
Romilos
Papadopoulos
Romilos
Papadopoulos
Secretary
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Atlanta,
Georgia
November
10, 2008
TABLE
OF CONTENTS
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Page
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Information
about the Annual Meeting
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1
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Information
about the Voting
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2
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Additional
Information
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4
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Proposal
No. 1 - Election Of Directors
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7
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Management
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10
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Security
Ownership of Certain Beneficial Owners and Management
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11
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Corporate
Governance
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14
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Executive
Compensation
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19
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Certain
Relationships and Related Transactions
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30
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Audit
Committee Report
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33
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Proposal
No. 2 - Ratification of Appointment of Independent Registered Public
Accounting Firm
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34
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Other
Matters
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35
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GLOBAL
ENERGY HOLDINGS GROUP, INC.
3348
Peachtree Road NE
Tower
Place Building 200, Suite 250
Atlanta,
GA 30326
PROXY
STATEMENT FOR THE
2008
ANNUAL MEETING OF STOCKHOLDERS
The
enclosed proxy is solicited by the board of directors of Global Energy Holdings
Group, Inc. for use at the 2008 annual meeting of our stockholders and any
adjournment or postponement of it.
Your
vote is very important
.
For
this reason, our board of directors is requesting that you allow your shares
to
be represented at the annual meeting by the proxies named on the enclosed proxy
card. We are first mailing this proxy statement to all stockholders entitled
to
vote at the annual meeting on or about November 10, 2008.
In
this
proxy statement, terms such as “we,” “us” and “our” refer to Global Energy
Holdings Group, Inc.
INFORMATION
ABOUT THE ANNUAL MEETING
When
is the annual meeting?
The
annual meeting will be held at 9:00 a.m., Eastern Standard Time, on Thursday,
December 11, 2008.
Where
will the annual meeting be held?
The
annual meeting will be held at 3348 Peachtree Road NE, Tower Place Building
200,
First Floor, Atlanta, Georgia 30326.
What
items will be voted on at the annual meeting?
There
are
two matters scheduled for a vote:
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to
elect seven directors to serve until the next annual meeting of
stockholders or until their successors have been duly elected and
qualified; and
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to
ratify the appointment of Imowitz Koenig & Co., LLP as our independent
registered public accounting firm for the fiscal year ending December
31,
2008.
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As
of the
date of this proxy statement, we are not aware of any other matters that will
be
presented for consideration at the annual meeting.
What
are the recommendations of our board of directors?
Our
board
of directors recommends that you vote:
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FOR
the election of each of the seven nominees to serve on the board
of
directors; and
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FOR
the ratification of the appointment of Imowitz Koenig as our independent
registered public accounting firm for the fiscal year ending December
31,
2008.
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Will
our directors attend the annual meeting?
We
encourage, but do not require, our directors to attend annual meetings of
stockholders.
INFORMATION
ABOUT THE VOTING
Who
is entitled to vote at the annual meeting?
Only
stockholders of record at the close of business on the record date, October
31,
2008, are entitled to receive notice of the annual meeting and to vote the
shares that they held on the record date at the annual meeting and at any
postponement or adjournment of the annual meeting. As of the close of business
on the record date, there were 29,070,103 shares of common stock
outstanding.
Stockholders
of Record: Shares Registered in Your Name.
If the
common stock you held on the record date was registered directly in your name
with our transfer agent (American Stock Transfer & Trust Company), then you
are a stockholder of record. As a stockholder of record, you may vote in person
at the annual meeting or vote by proxy. Whether or not you plan to attend the
annual meeting, we urge you to fill out and return the enclosed proxy card
to
ensure your vote is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank.
If the
common stock you held on the record date was held in an account at a brokerage
firm, bank, dealer or other similar organization, then you are a beneficial
owner of shares held in “street name” and these proxy materials are being
forwarded to you by that organization. The organization holding your account
is
considered the stockholder of record for purposes of voting at the annual
meeting. As a beneficial owner, you have the right to direct your broker or
other agent on how to vote the shares in your account. You are also invited
to
attend the annual meeting. Because you are not the stockholder of record,
however, you may not vote your shares in person at the meeting unless you
request and obtain a valid proxy from your broker or other agent.
How
do I vote?
On
Proposal No. 1 (election of directors), you may either vote FOR all the nominees
to the board of directors or you may withhold your vote for all nominees or
for
any nominee you specify. You may vote FOR or AGAINST or abstain from voting
on
Proposal No. 2 (ratification of the appointment of Imowitz Koenig). The
procedures for voting are explained below:
Stockholder
of Record: Shares Registered in Your Name.
If you
are a stockholder of record, you may vote in person at the annual meeting or
vote by proxy using the enclosed proxy card. Whether or not you plan to attend
the meeting, we urge you to vote by proxy to ensure your vote is counted. You
may still attend the meeting and vote in person if you have already voted by
proxy.
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To
vote in person, come to the annual meeting. We will give you a ballot
when
you arrive.
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To
vote using the enclosed proxy card, simply complete, sign and date
the
enclosed proxy card and return it promptly in the postage-paid envelope
provided. If you return your signed proxy card to us before the annual
meeting, we will vote your shares as you
direct.
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Beneficial
Owner: Shares Registered in the Name of Broker or Bank.
If you
are a beneficial owner of shares registered in the name of your broker, bank
or
other agent, you should have received a proxy card and voting instructions
with
these proxy materials from that organization rather than from us. Simply
complete and mail the proxy card to ensure that your vote is counted. To vote
in
person at the annual meeting, you must obtain a valid proxy card from your
broker, bank or other agent. Follow the instructions from your broker or bank
included with these proxy materials, or contact your broker or bank to request
a
proxy form.
How
many votes do I have?
On
each
matter to be voted, you have one vote for each share of common stock you own
as
of the record date. Stockholders do not have cumulative voting rights or
dissenters’ rights.
What
if I return a proxy card but do not make specific choices?
If
you
return a signed and dated proxy card without marking any voting selections,
your
shares will be voted FOR the election of all seven nominees for director and
FOR
the ratification of the appointment of Imowitz Koenig. If any other matter
is
properly presented at the meeting, your proxy (one of the individuals named
on
your proxy card) will vote your shares as recommended by our board of directors
or, if no recommendation is given, will vote your shares using his best
judgment.
Can
I change my vote after I return my proxy card?
Yes.
You
can revoke your proxy at any time before the final vote at the meeting. If
you
are the record holder of your shares, you may revoke your proxy in any one
of
three ways:
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You
may submit another properly completed proxy card bearing a later
date;
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You
may send a written notice that you are revoking your proxy to Global
Energy Holdings Group, Inc. at
3348
Peachtree Road NE, Tower Place Building 200, Suite 250, Atlanta,
Georgia
30326
,
Attention: Romilos Papadopoulos, Chief Financial Officer;
or
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You
may attend the annual meeting and vote in person. Simply attending
the
meeting will not, by itself, revoke your
proxy.
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If
your
shares are held by your broker or bank as a nominee or agent, you should follow
the instructions provided by your broker, bank or agent.
How
are votes counted?
Votes
will be counted by the inspector of election appointed for the meeting, who
will
separately count FOR and withheld votes, and, with respect to proposals other
than the election of directors, AGAINST votes, abstentions and broker non-votes.
Abstentions will be counted towards the vote total for each proposal (other
than
for the election of directors) and will have the same effect as AGAINST votes.
Withheld votes will not affect the vote on the election of
directors.
If
your
shares are held by your broker as your nominee (that is, in “street name”), you
will need to obtain a proxy form from the institution that holds your shares
and
follow the instructions included on that form regarding how to instruct your
broker to vote your shares. Please note that brokers that have not received
voting instructions from their clients cannot vote on their clients’ behalf on
“non-routine” proposals, but may vote their clients’ shares on other “routine”
proposals such as the election of directors and the ratification of appointment
of an independent registered public accounting firm. If a broker, bank,
custodian, nominee or other record holder of our common stock indicates on
a
proxy that it does not have discretionary authority to vote certain shares
on a
particular matter, then those shares will be treated as “broker non-votes.”
Shares represented by broker non-votes are counted in determining whether there
is a quorum. With respect to each of Proposal No. 1 (election of directors)
and
Proposal No. 2 (ratification of the appointment of Imowitz Koenig), your broker
is entitled to vote your shares on these routine matters if no instructions
are
received from you.
How
many votes are needed to approve each proposal?
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For
the election of directors, the seven nominees receiving the most
FOR
votes, at a meeting where a quorum is present, from the shares of
common
stock either present in person or represented by proxy and entitled
to
vote at the annual meeting will be elected. Only votes FOR or votes
withheld with respect to any or all of the nominees will affect the
outcome.
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Proposal
No. 2 (the ratification of the appointment of Imowitz Koenig as our
independent registered public accounting firm for the fiscal year
ending
December 31, 2008) must receive FOR votes, at a meeting where a quorum
is
present, from the majority of the shares of common stock either present
in
person or represented by proxy and entitled to vote on the
matter.
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What
is the quorum requirement?
A
quorum
of stockholders is necessary to hold a valid meeting. A quorum will be present
if at least a majority of the outstanding shares of common stock entitled to
vote are represented by stockholders present at the meeting or by proxy. On
the
record date, there were 29,070,103 shares outstanding and entitled to vote.
Therefore, at least 14,535,052 shares of common stock entitled to vote at the
annual meeting must either be present in person or represented by proxy for
a
quorum to be present.
Your
shares will be counted towards the quorum only if you submit a valid proxy
card
(or one is submitted on your behalf by your broker, bank or other nominee)
or if
you attend the annual meeting in person. Abstentions and broker non-votes will
be counted towards the quorum requirement. If there is no quorum, the meeting
can be adjourned to another date upon the affirmative vote of the majority
of
shares present in person or represented by proxy at the meeting and entitled
to
vote.
What
happens if the annual meeting is postponed or adjourned?
Your
proxy will still be valid and may be voted at the postponed or adjourned
meeting. You will still be able to change or revoke your proxy until it is
voted.
How
can I find out the results of the voting at the annual
meeting?
Preliminary
voting results will be announced at the annual meeting. Final results will
be
published in our Annual Report on Form 10-K for the year ending December 31,
2008.
ADDITIONAL
INFORMATION
How
can I obtain copies of the exhibits to our Annual Report on Form
10-K?
Included
with these proxy materials is a copy of our 2007 Annual Report on Form 10-K,
without exhibits, as filed with the SEC. We will furnish to each person whose
proxy is solicited, on the written request of that person, a copy of the
exhibits to that annual report for a charge of ten cents per page. Please direct
your request to Romilos Papadopoulos, Chief Financial Officer, Global Energy
Holdings Group, Inc., 3348 Peachtree Road NE, Tower Place Building 200, Suite
250, Atlanta, Georgia 30326.
Who
is paying for this proxy solicitation?
We
will
pay for the entire cost of soliciting proxies. In addition to these mailed
proxy
materials, our directors and employees may also solicit proxies in person,
by
telephone or by other means of communication. We will not pay directors and
employees any additional compensation for soliciting proxies. We may also engage
the services of others to solicit proxies in person, by telephone or by other
means of communication. We may also reimburse brokerage firms, banks and other
agents for the cost of forwarding proxy materials to beneficial
owners.
How
many copies should I receive if I share an address with another
stockholder?
The
SEC
has adopted rules that permit companies and intermediaries, such as brokers,
to
satisfy the delivery requirements for proxy statements and annual reports with
respect to two or more stockholders sharing the same address by delivering
a
single proxy statement addressed to those stockholders. This process, which
is
commonly referred to as “householding,” potentially provides extra convenience
for stockholders and cost savings for companies.
We
and
some brokers may be householding our proxy materials by delivering a single
proxy statement and annual report to multiple stockholders sharing an address
unless contrary instructions have been received from the affected stockholders.
Once you have received notice from your broker or us that they or we will be
householding materials to your address, householding will continue until you
are
notified otherwise or until you revoke your consent. If at any time you no
longer wish to participate in householding and would prefer to receive a
separate proxy statement and annual report, or if you are receiving multiple
copies of the proxy statement and annual report
and
wish to receive only one, please notify your broker
if your shares are held in a brokerage account or us if you are a stockholder
of
record. You can notify us by sending a written request to Global Energy Holdings
Group, Inc., c/o Romilos Papadopoulos, Chief Financial Officer, 3348 Peachtree
Road NE, Tower Place Building 200, Suite 250, Atlanta, Georgia 30326, or by
calling (404) 814-2500. In addition, we will promptly deliver, upon written
or
oral request to the address or telephone number above, a separate copy of the
annual report and proxy statement to a stockholder at a shared address to which
a single copy of the documents was delivered.
Whom
should I contact if I have any questions?
If
you
have any questions about the annual meeting, these proxy materials or your
ownership of our common stock, please contact us by mail at Global Energy
Holdings Group, Inc., c/o Romilos Papadopoulos, Chief Financial Officer, 3348
Peachtree Road NE, Tower Place Building 200, Suite 250, Atlanta, Georgia 30326,
by calling (404) 814-2500 or by facsimile at (404) 848-2879.
How
and when may I submit a stockholder proposal for the next annual meeting of
stockholders?
We
will
consider stockholder proposals for inclusion in our proxy materials for the
next
annual meeting of stockholders if they are received at our executive offices
within a reasonable time before we begin to print and send our proxy materials
and comply with all applicable requirements of Rule l4a-8 promulgated under
the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend to
provide the deadline for stockholder proposals for inclusion in our proxy
materials for the next annual meeting of stockholders in one of our quarterly
reports on Form 10-Q or current reports on Form 8-K.
Our
bylaws establish an advance notice procedure with regard to certain matters,
including stockholder proposals and nominations for individuals for election
to
our board of directors. For stockholder proposals and stockholder nominations
for a director to be properly brought before an annual meeting by a stockholder
under our bylaws, the stockholder must have given timely notice in writing
to
our Corporate Secretary.
With
respect to stockholder proposals, to be timely in connection with an annual
meeting, a stockholder’s notice and other required information must be received
at our principal executive offices not less than 90 days nor more than 180
days
prior to the earlier of the date of the annual meeting or the corresponding
date
on which the immediately preceding year’s annual meeting was held. To be timely
in connection with a special meeting, a stockholder’s notice and other required
information must be received at our principal executive offices not less than
40
days nor more than 60 days prior to the date of the special meeting; provided
that in the event that less than 50 days’ notice or prior public disclosure of
the date of the special meeting is given or made to stockholders, a
stockholder’s notice and other items must be received not later than the close
of business on the 10th day following the day on which such notice of the date
of the special meeting was mailed or public disclosure was made. The
stockholder’s notice referred to above must set forth as to each matter
proposed:
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a
brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting
and, if
such business includes a proposal to amend our charter or bylaws,
the
language of the proposed amendment;
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the
name and address, as they appear on our books, of the stockholder
proposing such business;
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a
representation of the stockholder as to the class and number of shares
of
our capital stock that are beneficially owned by the stockholder,
and the
stockholder’s intent to appear in person or by proxy at the meeting to
propose such business;
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a
list of the names and addresses of other beneficial owners of shares
of
our capital stock, if any, with whom such stockholder is acting in
concert, and the number of shares of each class of our capital stock
beneficially owned by each such beneficial
owner;
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any
material interest of such stockholder in such proposal or business;
and
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if
the proposal relates to a proposed change to our charter or bylaws,
an
opinion of counsel, the form and substance of which shall be reasonably
satisfactory to our board of directors, to the effect that such change
will not conflict with Delaware
law.
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Within
30
days (or such shorter period that may exist prior to the date of the meeting)
after such stockholder will have submitted the above items, our Corporate
Secretary and board of directors will respectively determine whether the items
to be ruled upon by them are reasonably satisfactory and will notify such
stockholder in writing of their respective determinations.
With
respect to stockholder nominations for a director, to be timely in connection
with an annual meeting, a stockholder’s notice and other required information
must be received at our principal executive offices not less than 90 days nor
more than 180 days prior to the earlier of the date of the annual meeting or
the
corresponding date on which the immediately preceding year’s annual meeting was
held. To be timely in connection with a special meeting at which directors
are
to be elected, a stockholder’s notice and other required information must be
received at our principal executive offices not later than the close of business
on the 10th day following the day on which such notice of the date of the
special meeting was mailed or public disclosure was made, whichever occurs
first. At such time, the stockholder must also submit written evidence,
reasonably satisfactory to our Corporate Secretary, that the stockholder is
a
stockholder of Global Energy Holdings Group. The stockholder’s notice referred
to above must set forth:
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the
name and address of the stockholder;
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the
number of shares of each class of our capital stock of which the
stockholder is the beneficial owner;
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the
name and address of each of the persons with whom the stockholder
is
acting in concert;
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the
number of shares of our capital stock of which each such person with
whom
the stockholder is acting in concert is the beneficial owner pursuant
to
which the nomination or nominations are to be made;
and
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a
description of all arrangements or understandings between the stockholder
and each proposed nominee and any other person or persons (naming
such
person or persons) pursuant to which the nomination or nominations
are to
be made by the stockholder.
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The
stockholder’s notice referred to above must also set forth, as to each person
whom the stockholder proposes to nominate for election as a
director:
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the
name, age, business address and residence address of such proposed
nominee;
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the
principal occupation or employment of such proposed
nominee;
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the
class and number of shares of our capital stock beneficially owned
by such
proposed nominee;
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such
other information with respect to each such proposed nominee that
would be
required to be provided in a proxy statement prepared in accordance
with
Regulation 14A under the Exchange Act; and
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a
notarized affidavit executed by each such proposed nominee to the
effect
that, if elected as a director, he will serve and that he is eligible
for
election as a member of our board of
directors.
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The
chairman at each meeting of stockholders may determine, if the facts warrant,
that a matter has not been properly brought before the meeting and, therefore,
may not be considered at the meeting.
All
notice of proposals and nominations by stockholders, whether or not to be
included in our proxy materials, should be sent to us at Global Energy Holdings
Group, Inc., 3348 Peachtree Road NE, Tower Place Building 200, Suite 250,
Atlanta, Georgia 30326, Attention: Romilos Papadopoulos, Chief Financial
Officer.
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
The
number of directors constituting our board of directors is fixed from time
to
time by resolution of the board of directors. The number of directors comprising
our full board of directors is currently fixed at seven, which is the number
of
directors currently serving on our board of directors. The terms of all seven
of
our incumbent directors expire at the annual meeting. All of our incumbent
directors are standing for reelection at the annual meeting. Each of the seven
incumbent directors standing for reelection (a) was unanimously recommended
for
election to the board of directors by the members of our governance committee,
who are “independent” within the meaning of Section 803A of the Company Guide of
the NYSE Alternext US (formerly known as the American Stock Exchange) and Item
407(a) of Regulation S-K and (b) is recommended for reelection by our board
of
directors. If elected at the annual meeting, these nominees will serve as our
directors until the next annual meeting of stockholders and until their
successors are elected and qualified, or until their earlier death, resignation
or removal.
Directors
are elected by a plurality of the votes present in person or represented by
proxy and entitled to vote at the annual meeting. If there exists any vacancy
on
our board of directors, the vacancy may be filled by the affirmative vote of
a
majority of the directors then in office, although less than a quorum, or by
a
sole remaining director, or by the requisite vote of the stockholders at an
annual meeting of the stockholders or at a special meeting of the stockholders
called for that purpose, and the director so elected will serve until the next
annual meeting of stockholders and until the director’s successor is elected and
qualified. This includes vacancies created by an increase in the number of
directors. On October 22, 2008, our board of directors elected Mr. Steven H.
Townsend as a director effective immediately to fill the vacancy created by
the
decision of two former directors not to stand for reelection to the board at
the
most recent annual meeting of stockholders held in January and February 2008.
Mr. Townsend’s term expires at the 2008 annual meeting, and he is standing for
reelection at the 2008 annual meeting as noted above.
Shares
represented by executed proxies will be voted, if authority to do so is not
withheld, for the election of each of the director nominees listed below. If
any
nominee should be unavailable for election as a result of an unexpected
occurrence, those shares may be voted for the election of a substitute nominee
as the independent directors may propose. We are not aware of any circumstances
likely to cause any nominee to become unavailable for election. Each of the
nominees named below has agreed to serve if elected. Proxies cannot be voted
for
more than seven nominees.
Director
Nominees
Information
about each director nominee, including age, tenure as a director and committee
memberships, is provided in the following table. Additional information about
each director nominee’s principal occupation and business experience during at
least the past five years follows the table.
|
Name
of
Director
Nominee
|
Age
|
Director
Since
|
|
Board
Committees
|
|
|
|
|
|
|
|
David
R. Ames
|
59
|
October
2006
|
|
–
|
|
|
|
|
|
|
|
William
P. Behrens
|
70
|
October
2006
|
|
Compensation
Committee
Executive
Committee, Chair
Governance
Committee
|
|
|
|
|
|
|
|
Gil
Boosidan
|
36
|
January
2007
|
|
Audit
Committee, Chair
|
|
|
|
|
|
|
|
Richard
D. Ditoro
|
70
|
September
2006
(previously,
July 2005-August 2006)
|
|
Compensation
Committee, Chair
Governance
Committee
Venture,
Science and Technology Committee
|
|
|
|
|
|
|
|
Robert
L. Franklin
|
71
|
January
2007
|
|
Audit
Committee
Executive
Committee
Venture,
Science and Technology Committee, Chair
|
|
|
|
|
|
|
|
Edwin
L. Klett
|
72
|
December
2006
|
|
Audit
Committee
Compensation
Committee
Executive
Committee
Governance
Committee, Chair
|
|
|
|
|
|
|
|
Steven
H. Townsend
|
55
|
October
2008
|
|
Executive
Committee
Venture,
Science and Technology Committee
|
David
R. Ames
became
our Chief Executive Officer and President on November 9, 2006. Mr. Ames has
been
an active venture capital investor in alternative energy companies,
technologies, processes and services. He is currently a member of ACORE
(American Council on Renewable Energy) and on its CEO Council and a member
of
the National Ethanol Vehicle Coalition (NEVC), associations dedicated to
bringing together political, business, industry and scientific leaders to focus
on the alternative energy marketplace. In 2004, Mr. Ames co-founded Alterna
Energy to make investments in alternative energy companies. In 1994, Mr. Ames
founded Convergence.com, one of the first providers of high-speed cable modem
broadband internet access and other data services over cable systems. He served
as Chairman, President and Chief Executive Officer of Convergence.com from
1994
through 1999, when it was acquired by C-COR Incorporated. Mr. Ames is a trustee
of Ithaca College.
William
P. Behrens
became
our non-executive Chairman of the Board on November 9, 2006. Since October
2008,
Mr. Behrens has served as Vice Chairman of Fulcrum Securities, Inc. and manager
of its New York City office.
From
October 2001 until September 2008
,
Mr.
Behrens served as the Vice Chairman of Northeast Securities, Inc., where he
built a significant presence in private-client advisory services and
institutional brokerage. He joined Northeast Securities with over 30 years
of
experience from Ernst & Company, most recently as Chairman and CEO of
Investec Ernst & Company (a wholly owned subsidiary of Investec Group,
Ltd.).
Mr.
Behrens currently serves as an official for the NYSE Alternext US (formerly
the
American Stock Exchange), has served as a member of the Self-Regulatory
Organizations Task Force on Options Reform and has held a variety of senior
positions in the financial services industry, including the Securities Industry
Association, the Options Clearing Corporation, the American Stock Exchange,
and
the National Association of Securities Dealers (now FINRA). He is also a
director of Volumetric Fund, Inc. and ProPapa Missions America
.
Gil
Boosidan
is
currently a Managing Director of GBAF LLC, a private equity investor. Mr.
Boosidan was a Senior Vice President of IDT Corporation, a New York Stock
Exchange listed company, from 1998 until February 2007. He also served as
Treasurer of IDT Investments, Inc., a subsidiary of IDT that managed a
substantial portion of IDT’s cash and investments. In that role, Mr. Boosidan
managed its multi-million dollar fixed income portfolio and coordinated IDT’s
commercial banking relationships, borrowing, trading and risk
management.
Richard
D. Ditoro
is
currently a principal in a consulting firm, Merestone Development. In this
capacity, Mr. Ditoro provides due diligence, financial modeling, market
research, acquisition candidate profiling and strategic
partnering advice and assistance to clients in the life
sciences and specialty chemical sectors. Before forming Merestone Development
in
1998, Mr. Ditoro held numerous senior management positions, including Vice
President of Corporate Development, with Lonza Group, an international chemical
conglomerate based in Basle, Switzerland.
Robert
L. Franklin
is
a
career investment banker, who has served on numerous corporate and
not-for-profit boards of directors. In 2005, he was a founder of the Ariel
Savannah Angel Partners LLC, which makes angel risk investments for its members
from Savannah, Hilton Head and other Low Country communities. He is chairman
and
CEO of the Hellcat LLC, the managing member of the Savannah Angels. In November
2004, he joined the Advisory Board of the Institute For Effective Governance,
a
Washington, DC service organization for responsible trustees. In June 2004,
Mr.
Franklin completed a term as a director of Berthel Fisher & Company, a
diversified financial services company headquartered in Cedar Rapids, Iowa.
In
July 2003, Mr. Franklin was appointed by Massachusetts Governor Romney as a
member of the Massachusetts Public Education Nominating Council, on which he
served until February 2005. In 2003, he was vice chairman, and in 2004 he was
chairman of the Council. From 1998 to 2001, he was a member of the Advisory
Board of Directors of the Association of the United States Army. From 1994
to
1999, he was a trustee of the Massachusetts Maritime Academy, a four-year state
college. Mr. Franklin received his Bachelor of Arts degree from Boston
University in 1959, and he served as a U.S. Army officer until 1962. He is
an
instrument-rated private pilot. He is a Life Member of the Union League Club
of
New York, and a member of the Chatham Club of Savannah, Georgia.
Edwin
L. Klett
is
currently senior counsel with the law firm of Buchanan Ingersoll & Rooney,
in Pittsburgh, Pennsylvania, where he focuses his practice on corporate
litigation. He was a partner in the law firm of Klett Rooney Lieber &
Schorling from its formation in April 1989 until its merger with Buchanan
Ingersoll in July 2006. He has over 40 years of experience in practicing law.
A
trial attorney with a background in corporate law, banking, securities and
business matters, Mr. Klett was selected by the Pennsylvania Supreme Court
to
serve a four-year term on the Judicial Conduct Board of Pennsylvania in 2006.
Mr. Klett is a fellow of the International Academy of Trial Lawyers, the
American College of Trial Lawyers, the American Board of Trial Advocates, the
American Bar Foundation and the American Law Institute. He is a member of the
American Bar Association and previously served as a member of the ABA House
of
Delegates. Mr. Klett was previously a member of the House of Delegates of the
Pennsylvania Bar Association and previously served as chairman of the Securities
and Class Action Committee of the Civil Litigation Section of the state
association. Mr. Klett is also a director of Northeast Securities,
Inc.
Steven
H. Townsend
is
currently a Managing Partner of Northeast Development Company, LLC and Townsend
Development Associates, LLC, which are engaged in real estate development.
Mr. Townsend served in various executive positions, including from 2001 to
2005 as Chairman of the Board of Directors, President and Chief Executive
Officer, with United Natural Foods, Inc. (NASDAQ: UNFI), a distributor of
natural and organic food and related products. Mr. Townsend began his career
with United Natural Foods in 1981. Mr. Townsend is also a member of the Board
of
Directors of SI Financial Group, Inc. (NASDAQ: SIFI), the parent holding company
of Savings Institute Bank and Trust Company, a community-oriented financial
institution located in eastern Connecticut.
There
are
no family relationships among our directors or executive officers. No director
has been a general partner or executive officer of any business which has filed
a bankruptcy petition or had a bankruptcy petition filed against it. No director
has been convicted of a criminal offense or is the subject of a pending criminal
proceeding. No director has been the subject of any order, judgment or decree
of
any court permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities. No director has been found by a court to have violated a federal
or
state securities or commodities law.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE ABOVE NOMINEES
FOR ELECTION AS A DIRECTOR.
MANAGEMENT
Executive
Officers
Officers
of our company are elected annually by the board of directors and serve at
the
discretion of the board. There are no family relationships among our directors
and executive officers.
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
David
R. Ames
|
|
59
|
|
Chief
Executive Officer, President and Director
|
|
|
|
|
|
|
|
Romilos
Papadopoulos
|
|
49
|
|
Chief
Financial Officer, Chief Operating Officer, Executive Vice
President
and Secretary
|
|
|
|
|
|
|
|
Michael
E. Ellis
|
|
51
|
|
President
of our operating division, Global Energy Systems, Inc.
|
Please
see “Proposal No. 1: Election of Directors” above for biographical information
relating to Mr. Ames. The principal occupations for the past five years (and,
in
some instances, for prior years) of Dr. Papadopoulos and Mr. Ellis are as
follows:
Romilos
Papadopoulos
became
our Chief Financial Officer, Chief Operating Officer, Executive Vice President
and Secretary on July 18, 2008. Before joining us, from June 2007 through May
2008, Dr. Papadopoulos served as Managing Director of The Jacoby Group, a
diversified investment group headquartered in Atlanta, Georgia, with investments
in real estate, renewable energy, education, healthcare and media. From August
2005 through June 2007, he was the Managing Partner of The Intuitus Group,
a
merchant banking firm based in Atlanta, Georgia that specialized in healthcare
and alternative energy consulting and advisory services. From August 2002
through July 2005, Dr. Papadopoulos was a Managing Director of Caymus Partners,
an Atlanta-based middle market investment banking firm. At Caymus Partners,
Dr.
Papadopoulos was involved in capital raising activities for transactions ranging
from $10 to $50 million and in buy or sell side M&A transactions with deal
sizes up to $250 million across a broad range of industries, including the
chemical, energy and pharmaceutical/biotech industries. He is currently a member
of the Board of Advisors of Caymus Partners.
Michael
E. Ellis
became
President of our operating division, Global Energy Systems, Inc., on June 9,
2008. Before joining us, from April 2007 to June 2008, Mr. Ellis was Chief
Operating Officer of Jacoby Energy Development. From September 2003 to April
2007, Mr. Ellis was employed with Energy Systems Group, a division of Vectren
Corporation (NASDAQ:VVC), where he opened the Atlanta Regional office and was
responsible for over $65 million in sales of which the majority was in the
renewable energy sector. Prior to Energy Systems Group, Mr. Ellis was employed
with Southern Company (NYSE:SO) for 23 years. In 1996, Mr. Ellis was one of
the
founding executives of Southern Company’s energy services company, Southern
Company Energy Solutions. Mr. Ellis led Southern Company Energy Solutions to
annual sales of over $100 million before leaving in 2003. Mr. Ellis has managed
renewable energy assets and developed renewable energy projects in High-BTU
landfill gas, biomass, solar and gasification since 1996.
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the number of shares of our
common stock beneficially owned as of the record date, October 31,
2008:
|
|
·
|
each
person who is known by us to beneficially own 5% or more of our common
stock;
|
|
|
·
|
each
of our directors and named executive officers;
and
|
|
|
·
|
all
of our current directors and executive officers, as a
group.
|
The
table
(a) does not include beneficial ownership information about certain named
executive officers whose compensation in 2006 and 2007 is disclosed under
“Executive Compensation” below, because those individuals are no longer our
employees; and (b) includes beneficial ownership information about Dr.
Romilos
Papadopoulos and Mr. Michael E. Ellis, each of whom is currently an executive
officer and is expected to be a “named executive officer” in our proxy statement
for the 2009 annual meeting
.
Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Shares of our
common stock that may be acquired on exercise of stock options or warrants
that
are currently exercisable or that become exercisable within 60 days after the
date indicated in the table are deemed beneficially owned by the holders of
options or warrants. Subject to any applicable community property laws, the
persons named in the table below have sole voting and investment power with
respect to all shares indicated as beneficially owned by them unless otherwise
noted in the footnotes below.
The
address of each of the persons listed below is c/o Global Energy Holdings Group,
Inc., 3348 Peachtree NE, Tower Place Building 200, Suite 250, Atlanta, Georgia
30326.
|
Name
and Address
of
Beneficial Owner
|
|
|
Number
of
Shares
Beneficially
Owned
(1)
|
|
Percentage
of
Shares
Beneficially
Owned
(2)
|
|
|
|
|
|
|
|
|
|
David
R. Ames
|
|
|
2,132,010
|
(3)(4)
|
6.9
|
%
|
|
Romilos
Papadopoulos
|
|
|
270,000
|
(3)(5)
|
*
|
|
|
Michael
E. Ellis
|
|
|
220,000
|
(3)(6)
|
*
|
|
|
William
P. Behrens
|
|
|
381,391
|
(7)
|
1.3
|
%
|
|
Gil
Boosidan
|
|
|
253,891
|
(8)
|
*
|
|
|
Richard
D. Ditoro
|
|
|
316,320
|
(9)
|
1.1
|
%
|
|
Robert
L. Franklin
|
|
|
225,000
|
(10)
|
*
|
|
|
Edwin
L. Klett
|
|
|
522,500
|
(11)
|
1.8
|
%
|
|
Steve
H. Townsend
|
|
|
500,000
|
(12)
|
1.7
|
%
|
|
Directors
and executive officers as a group
|
|
|
4,821,112
|
(13)
|
14.8
|
%
|
________________________
*
Less
than 1% of outstanding shares.
|
(1)
|
Unless
otherwise indicated, includes shares owned by a spouse, minor children
and
relatives sharing the same home, as well as entities owned or controlled
by the named person. Unless otherwise noted, shares are owned of
record
and beneficially by the named
person.
|
|
(2)
|
Based
upon 29,079,103 shares of common stock outstanding on October 31,
2008.
|
|
(3)
|
On
October 9, 2008, the compensation committee of our board of directors
granted to our executive officers - Mr. Ames, Dr. Papadopoulos and
Mr.
Ellis - shares of restricted stock and non-qualified stock options
under
our 2005 Incentive Compensation Plan (the “Plan”). In connection with the
grants of shares of restricted stock and stock options under the
Plan, we
entered into a restricted stock agreement and a stock option agreement
with each of the recipients dated October 9, 2008, respectively.
Each
restricted stock and stock option award will vest as to the number
of
shares specified in the applicable
footnotes
|
|
|
below
upon satisfaction of the vesting conditions, subject to earlier
forfeiture
or termination as described
below:
|
|
|
·
|
One-half
of the restricted stock and the stock option will vest if the closing
price of our common stock as reported on the NYSE Alternext US equals
or
exceeds $1.50 per share for ten consecutive trading days (the “Initial
Threshold Price”) on or before October 9, 2011; provided that if the
Initial Threshold Price is not achieved on or before October 9, 2011,
all
of the restricted stock and the stock option will be forfeited and
terminated.
|
|
|
·
|
If
and only if the Initial Threshold Price is achieved on or before
October
9, 2011, an additional one-fourth of the restricted stock and the
stock
option will vest if the closing price of our common stock as reported
on
the NYSE Alternext US equals or exceeds $2.00 per share for ten
consecutive trading days on or before October 9,
2015.
|
|
|
·
|
If
and only if the Initial Threshold Price is achieved on or before
October
9, 2011, an additional one-fourth of the restricted stock and the
stock
option will vest if the closing price of our common stock as reported
on
the NYSE Alternext US equals or exceeds $2.50 per share for ten
consecutive trading days on or before October 9,
2015.
|
|
(4)
|
Includes
(a) 100,000 shares of common stock held jointly by Mr. Ames and his
wife,
of which he has shared voting and investment power; (b) 37,000 shares
of
common stock held by Mr. Ames’ daughter, of which he disclaims beneficial
ownership; (c) 1,525,000 shares of common stock issuable to Mr. Ames
on
the exercise of stock options; (d) 240,000 shares of common stock
that may
be issuable to Mr. Ames on the exercise of a stock option granted
on
October 9, 2008 upon satisfaction of the vesting conditions described
in
footnote (3) above; and (e) 130,000 shares of restricted stock granted
on
October 9, 2008, which shares will vest or be forfeited based on
the our
stock price as described in footnote (3)
above.
|
|
(5)
|
Dr.
Papadopoulos became our Chief Financial Officer, Chief Operating
Officer,
Executive Vice President and Secretary on July 18, 2008 and is not
a named
executive officer for purpose of compensation disclosures required
under
“Executive Compensation” below for the fiscal year ended December 31,
2007. Includes (a) 175,000 shares of common stock that may be issuable
to
Dr. Papadopoulos on the exercise of a stock option granted on October
9,
2008 upon satisfaction of the vesting conditions described in footnote
(3)
above; and (b) 95,000 shares of restricted stock granted on October
9,
2008, which shares will vest or be forfeited based on our stock price
as
described in footnote (3) above.
|
|
(6)
|
Mr.
Ellis became President of our new operating division, Global Energy
Systems, Inc., on June 9, 2008 and is not a named executive officer
for
purpose of compensation disclosures required under “Executive
Compensation” below for the fiscal year ended December 31, 2007. Includes
(a) 140,000 shares of common stock that may be issuable to Mr. Ellis
on
the exercise of a stock option granted on October 9, 2008 upon
satisfaction of the vesting conditions described in footnote (3)
above;
and (b) 80,000 shares of restricted stock granted on October 9, 2008,
which shares will vest or be forfeited based on the our stock price
as
described in footnote (3) above.
|
|
(7)
|
Includes
(a) 242,500 shares of common stock issuable to Mr. Behrens on the
exercise
of stock options; (b) 6,668 shares of common stock issuable to Mr.
Behrens
on the exercise of warrants; (c) 35,000 shares of common stock issuable
on
exercise of warrants held by Mr. Behrens as the designee of Northeast
Securities, Inc., of which he has shared voting and investment power;
and
(d) 50,000 shares of common stock issuable on exercise of warrants
held by
Northeast Securities, of which he has shared voting and investment
power.
Mr. Behrens disclaims beneficial ownership of the portion of the
shares
held by Northeast Securities in which he has no pecuniary
interest.
|
|
(8)
|
Includes
(a) 225,000 shares of common stock issuable upon the exercise of
stock
options; (b) 22,223 shares of common stock held by GBAF Capital,
LLC; and
(c) 6,668 shares of common stock issuable on exercise of warrants
held by
GBAF Capital. Mr. Boosidan is the sole manager of GBAF Capital. Mr.
Boosidan disclaims beneficial ownership of the portion of the shares
held
by GBAF Capital in which he has no pecuniary
interest.
|
|
(9)
|
Includes
307,500 shares of common stock issuable to Mr. Ditoro on the exercise
of
stock options.
|
|
(10)
|
These
shares of common stock are issuable to Mr. Franklin on the exercise
of
stock options.
|
|
(11)
|
Includes
272,500 shares of common stock issuable to Mr. Klett on the exercise
of
stock options.
|
|
(12)
|
Includes
shares of common stock owned by the following family trusts: (a)
200,000
shares owned by the Steven Townsend Trust of 1996, of which Mr. Townsend
is the sole trustee and beneficiary; (b) 100,000 shares owned by
the
Townsend Family Investment Co., LLC, of which Mr. Townsend owns a
majority
of the member interests and is the sole manager; and (c) 200,000
shares
owned by the Marjolaine Townsend Trust of 1996, of which Mr. Townsend’s
wife is the sole trustee and beneficiary and of which Mr. Townsend
has
shared investment power.
|
|
(13)
|
Includes
3,473,059 shares of common stock issuable on the exercise of warrants
and
stock options.
|
CORPORATE
GOVERNANCE
Introduction
Our
board
of directors added two new directors, David R. Ames and William P. Behrens,
in
October 2006; another new director, Edwin P. Klett, in December 2006; two more
new directors, Gil Boosidan and Robert L. Franklin, in January 2007; and another
new director, Steven H. Townsend, in October 2008.
During
2007, we revised and updated our committee charters and elected new board
committee members composed entirely of independent directors
.
The
directors meet to review our operations and discuss our business plans and
strategies for the future. Our board of directors met six times in 2007. During
2007, each director attended at least 75% of the aggregate of the number of
board meetings and the number of meetings held by the committees of the board
on
which he served. We encourage, but do not require, our directors to attend
annual meetings of stockholders. Six of the eight directors then in office
attended the 2007 annual meeting held on January 22, 2008. (Only one director
attended the reconvened meeting on February 12, 2008.)
All
directors hold office until the next annual meeting of stockholders and the
election and qualification of their successors. Our board of directors has
determined that each of each of Mr. Behrens, Mr. Boosidan, Mr. Ditoro, Mr.
Franklin, Mr. Klett and Mr. Townsend is independent for purposes of Section
803A
of the Company Guide of the NYSE Alternext US and Item 407(a) of Regulation
S-K
and that each of Mr. Boosidan, Mr. Franklin, and Mr. Klett is also independent
for purposes of Rule 10A-3(b)(1) under the Exchange Act. During 2007, the
following persons served on our board of directors and were “independent”
(except Mr. Ames and Mr. Lawrence S. Bellone) within the meaning of Rule
10A-3(b)(1) under the Exchange Act and Section 803A of the Company Guide of
the
NYSE Alternext US: Mr. Ames, Mr. Behrens, Mr. Bellone, Mr. Boosidan, Mr.
Christopher d’Arnaud-Taylor, Mr. Ditoro, Mr. Klett, and Mr. Franklin. Two of
former directors, Mr. Bellone and Mr. d’Arnaud-Taylor, did not stand for
reelection at the 2007 annual meeting of stockholders.
Board
Committees
Our
board
of directors has established the audit committee, compensation committee,
governance committee, venture, science and technology committee and executive
committee. Each committee other than the executive committee operates under
a
written charter adopted by our board of directors, a copy of which is available
on our website at www.gnhgroup.com. The executive committee is governed by
our
bylaws.
Our
audit
committee consists of Mr. Boosidan, its chair, Mr. Franklin and Mr. Klett.
Our
board of directors has determined that each of Mr. Boosidan, Mr. Franklin and
Mr. Klett is “independent” within the meaning of Rule 10A-3(b)(1) under the
Exchange Act and Section 803A of the Company Guide of the NYSE Alternext US.
In
addition, our board of directors has determined that Mr. Boosidan qualifies
as
an “audit committee financial expert” within the meaning of the applicable SEC
rules. During 2007, the audit committee met seven times (including telephonic
meetings).
The
functions of the audit committee include, to:
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|
·
|
review
and discuss with management and our independent registered public
accounting firm our annual audited financial statements and quarterly
financial statements, earnings press releases and earnings guidance
provided to analysts and rating
agencies;
|
|
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·
|
appoint,
retain, compensate, evaluate and oversee the work of the independent
registered public accounting firm engaged by us for the purpose of
preparing or issuing an audit report or performing other audit, review
or
attest services for us;
|
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|
·
|
approve,
in advance, the provision by the independent registered public accounting
firm of all audit and permissible non-audit
services;
|
|
|
·
|
review
and evaluate, at least annually, the qualifications, performance
and
independence of our independent registered public accounting
firm;
|
|
|
·
|
in
consultation with our independent registered public accounting firm,
management and the internal auditor, review the integrity of our
financial
reporting processes, both internal and
external;
|
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·
|
establish
procedures for the receipt, retention, and treatment of complaints
we
receive regarding accounting, internal accounting controls, or auditing
matters and the confidential, anonymous submissions by our employees
of
concerns regarding questionable accounting or auditing
matters;
|
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·
|
engage
and obtain assistance from outside legal and other advisors as the
audit
committee deems necessary to carry out its duties;
and
|
|
|
·
|
review
and approve all related person
transactions.
|
Compensation
Committee
Our
compensation committee consists of Mr. Ditoro, its chair, Mr. Behrens and Mr.
Klett. Our board of directors has determined that each of Mr. Ditoro, Mr.
Behrens and Mr. Klett is “independent” within the meaning of Section 803A of the
Company Guide of the NYSE Alternext US. During 2007, the compensation committee
met three times (including telephonic meetings).
As
specified in its charter, the functions and authority of the compensation
committee include, to:
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|
·
|
establish
and review our overall compensation
philosophy;
|
|
|
·
|
review
and approve our corporate goals and objectives relevant to the
compensation for our Chief Executive Officer and other officers,
including
annual performance objectives;
|
|
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·
|
evaluate
the performance of our Chief Executive Officer and other officers
in light
of these goals and objectives and, based on such evaluation, approve,
or
recommend to the full board of directors the approval of the annual
salary, bonus, stock options and other benefits, direct and indirect,
of
the Chief Executive Officer and other executive
officers;
|
|
|
·
|
review
and make recommendations to our board of directors with respect to,
or
approve, our incentive compensation plans and equity-based plans,
and
review the activities of the individuals responsible for administering
those plans;
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·
|
review
and make recommendations to the full board of directors, or approve
all
awards of shares or share options pursuant to our equity-based
plans;
|
|
|
·
|
review
and monitor employee pension, profit-sharing and benefit
plans;
|
|
|
·
|
review
and discuss with management the Compensation Discussion and Analysis
section of the proxy statement (the “CD&A,” which is not required for
our proxy statement for this year because we are a smaller reporting
company under applicable SEC rules) and determine whether to recommend
to
the Board that the CD&A be included in our proxy statement; and
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|
|
·
|
provide
the compensation committee report (which is not required for our
proxy
statement for this year because we are a smaller reporting company
under
applicable SEC rules) for inclusion in our annual proxy statement
in
accordance with applicable rules and regulations of the SEC.
|
The
compensation committee may delegate any or all of its responsibilities to a
subcommittee of the committee, except as otherwise provided in the charter.
In
determining the compensation of executive officers, the compensation committee
takes into account the opinion of the Chief Executive Officer. The compensation
committee then determines the compensation of our executive officers in a
private meeting in which no executive officer participates.
The
compensation committee has the authority to select, retain and/or replace,
as
needed, any compensation or other outside consultant to assist in the evaluation
of director, Chief Executive Officer or senior executive compensation. If the
committee retains such a compensation consultant, the committee has the
authority to approve the consultant’s fees and other retention terms. Acting
under this authority, the compensation committee engaged the firm of
Compensation Resources, Inc. in August 2008 to assist the compensation committee
in evaluating the compensation of our current named executive officers,
performing competitive market analyses for such compensation, and assisting
the
committee in developing cash and equity incentive programs for our current
named
executive officers, including recommendations on alternative equity vehicles
and
performance based/accelerated vesting. Based in part on advice from Compensation
Resources, Inc., the compensation committee adopted the compensation
arrangements with our current executive officers described below in “Executive
Compensation - New Compensation Arrangements Adopted in October 2008 for Current
Executive Officers.”
Governance
Committee
Our
governance
committee
consists
of Mr. Klett, its chair, Mr. Behrens and Mr. Ditoro. Our board of directors
has
determined that each of Mr. Klett, Mr. Behrens and Mr. Ditoro is “independent”
within the meaning of Section 803A of the Company Guide of the NYSE Alternext
US. During 2007, the governance committee met three times (including telephonic
meetings).
The
functions of the governance committee include:
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|
·
|
establish
criteria for the selection of new directors to serve on our board
of
directors;
|
|
|
·
|
identify
individuals believed to be qualified as candidates to serve on our
board
of directors and select, or recommend that the board of directors
select,
the candidates for all directorships to be filled by our board of
directors or by the stockholders at an annual or a special meeting;
|
|
|
·
|
review
and make recommendations to the full board of directors, or determine,
whether members of the board should stand for reelection;
|
|
|
·
|
conduct
all necessary and appropriate inquiries into the backgrounds and
qualifications of possible candidates;
|
|
|
·
|
consider
questions of independence and possible conflicts of interest of members
of
our board of directors and executive officers;
|
|
|
·
|
oversee
the evaluation, at least annually, and as circumstances otherwise
dictate,
of our board of directors and management;
|
|
|
·
|
recommend
members of the board of directors to serve on the committees of the
board,
giving consideration to the criteria for service on each committee
as set
forth in the charter for such committee, as well as to any other
factors
it deems relevant, and when appropriate, make recommendations regarding
the removal of any member of any committee;
|
|
|
·
|
establish,
monitor, and recommend the purpose, structure, and operations of
the
various committees of our board of directors, the qualifications
and
criteria for membership on each committee of the board, and as
circumstances dictate, make any recommendations regarding periodic
rotation of directors among the committees and impose any term limitations
of service on any board committee;
|
|
|
·
|
periodically
review the charter and composition of each committee of the board
and make
recommendations to the board for the creation of additional committees
or
the elimination of board committees;
|
|
|
·
|
oversee
and approve the management continuity planning process;
|
|
|
·
|
review
and evaluate the succession plans relating to the Chief Executive
Officer
and other executive officer positions and make recommendations to
the
board of directors with respect to the selection of individuals to
occupy
these positions;
|
|
|
·
|
consider
the adequacy of our certificate of incorporation and bylaws and recommend
to our board of directors, as conditions dictate, that the board
propose
amendments to the certificate of incorporation and bylaws for
consideration by the stockholders; and
|
|
|
·
|
develop
and recommend to our board of directors a set of corporate governance
principles applicable to us and keep abreast of developments with
regard
to corporate governance to enable the committee to make recommendations
to
the board of directors in light of such developments as may be
appropriate.
|
Director
Nominations
The
responsibilities of the governance committee include evaluating and recommending
to the full board of directors the director nominees to stand for election
at
our annual meetings of stockholders. The committee is authorized to retain
search firms and to compensate them for their services.
The
governance committee examines each director nominee on a case-by-case basis
regardless of who recommends the nominee. In considering whether to recommend
any particular candidate for inclusion in the board’s slate of recommended
director nominees, the governance committee considers the following criteria,
among others: the candidate’s availability, insight, practical wisdom,
professional and personal ethics and values consistent with company values
and
standards; experience at the policy-making level in business or other areas
of
endeavor specified by the board; management, finance and/or scientific
expertise; commitment to enhancing stockholder
value; previous relationships with us, if any; service
on
other boards of directors and their committees; and ability and desire to
represent the interests of all stockholders. The governance committee does
not
assign specific weights to particular criteria, and no particular criterion
is a
prerequisite for each prospective nominee. We believe that the backgrounds
and
qualifications of our directors, considered as a group, should provide a
composite mix of experience, knowledge and abilities that will allow the
board
of directors to fulfill its responsibilities.
In
addition to the qualification criteria above, the governance committee also
takes into account whether a potential director nominee qualifies as an “audit
committee financial expert” as that term is defined by the SEC and whether the
potential director nominee would qualify as an “independent” director under the
listing standards of the NYSE Alternext US.
The
governance committee evaluated our board’s seven nominees and recommended to the
board that they be nominated for reelection as directors at the 2008 annual
meeting. Our board approved that recommendation.
Stockholder
Nomination Policy
Our
governance committee will review and consider all candidates for nomination
and
election as directors who are suggested by any of our directors or executive
officers. The governance committee will also consider persons recommended by
stockholders to become nominees for election as directors, provided that those
recommendations are submitted in writing to our Corporate Secretary specifying
the nominee’s name and qualifications for board membership. For a stockholder to
nominate a director candidate, the stockholder must comply with the advance
notice provisions and other requirements of our bylaws, including Section 3.10,
as described above in “Information about the Voting - How and when may I submit
a stockholder proposal for the next annual meeting of stockholders?”. We urge
any stockholder who intends to recommend a director candidate to the governance
committee for consideration to review thoroughly our Governance Committee
Charter and Section 3.10 of our bylaws. To be considered, a recommendation
for
director nomination should be submitted in writing to Global Energy Holdings
Group, Inc., 3348 Peachtree NE, Suite 250 Tower Place Building 200, Atlanta,
Georgia 30326, Attention: Romilos Papadopoulos, Chief Financial
Officer.
Communications
with the Board
Stockholders
may communicate in writing with our board of directors, any of our committees,
or any of our non-management directors by sending written communications
addressed to Global Energy Holdings Group, Inc., 3348 Peachtree NE, Suite 250
Tower Place Building 200, Atlanta, Georgia 30326, Attention: Romilos
Papadopoulos, Chief Financial Officer. Our Chief Financial Officer will review
each communication and will forward it to our board or to any individual
director to whom the communication is addressed unless the communication is
unduly hostile, threatening or similarly inappropriate, in which case our Chief
Financial Officer will discard the communication.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our directors and executive officers and
persons who own beneficially more than 10% of our outstanding common stock
to
file with the SEC initial reports of ownership and reports of changes in their
ownership of our common stock. Directors, executive officers and beneficial
owners of more than 10% of our common stock are required by SEC regulations
to
furnish us with copies of the forms they file. To our knowledge, based solely
on
a review of the copies of such reports furnished to us, none of our directors,
officers, or beneficial owners of more than 10% of our common stock failed
to
file on a timely basis reports required by Section 16(a) of the Exchange Act
during the year ended December 31, 2007, except that: David R. Ames, our Chief
Executive Officer, President and a director, filed a late Form 4 to report
eight
purchase transactions, seven of which were not reported on a timely basis;
Gil
Boosidan, a director, filed a late Form 3 to report his joining our board of
directors; Gary Flicker, our former Chief Financial Officer and former Executive
Vice President, filed a late Form 3 to report his becoming an officer; and
Robert L. Franklin, a director, filed a late Form 3 to report his joining our
board of directors.
Transactions
with Related Persons
For
information about transactions with related persons during the fiscal year
ended
December 31, 2007, please see “Certain Relationships and Related Transactions”
below.
No
director or nominee for director, no executive officer, and no associate of
the
company has any substantial interest, direct or indirect, by security holdings
or otherwise, in any matter to be acted upon at the annual meeting, other than
the elections of the director nominees to office.
In
2007,
our board adopted a written policy regarding any transaction, arrangement or
relationship or series of similar transactions, arrangements or relationships
with related persons, which is defined as an interested transaction. The policy
generally requires that the governance committee review and approve all
interested transactions in advance, or ratify them later if advance approval
is
not feasible. The policy applies to any interested transaction involving an
aggregate amount in excess of $100,000 in any calendar year between us or our
affiliates, on the one hand, and our directors, officers (or officers of
affiliates) or stockholders holding in excess of 5% of our common stock, or
members of their immediate family, on the other hand. Under the policy, the
chair of the governance committee has the authority to pre-approve or ratify,
as
applicable, any interested transaction in which the aggregate amount involved
is
expected to be less than $120,000.
The
governance committee has reviewed and determined that certain types of
interested transactions should be deemed to be pre-approved by the committee.
For example, the policy provides standing pre-approvals for the following
transactions:
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|
·
|
compensatory
arrangements for service as an officer or director of the company,
to the
extent such compensation is required to be reported under Item 402
of SEC
Regulation S-K; and
|
|
|
·
|
any
transaction where the related person’s interest arises solely from the
ownership of our common stock and all holders of our common stock
received
the same benefit on a pro rata basis (for example,
dividends).
|
EXECUTIVE
COMPENSATION
The
following Summary Compensation Table sets forth for the years ended December
31,
2007 and December 31, 2006 all plan compensation paid, distributed or accrued
for services, including salary and bonus amounts, rendered in all capacities
by
all individuals who served as executive officers during 2007 and who were “named
executive officers” under the applicable SEC definition.
Summary
Compensation Table for 2007 and 2006
|
Name
and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Option
Awards
($)(1)
|
|
All
Other
Compensation
($)
|
|
Total
($)
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Ames
|
|
|
2007
|
|
|
1
|
|
|
-
|
|
|
1,340,201
|
(3)
|
|
-
|
|
|
1,340,202
|
|
|
President
and Chief Executive Officer (2)
|
|
|
2006
|
|
|
1
|
|
|
-
|
|
|
743,472
|
(4)
|
|
5,000
(5
|
)
|
|
748,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary
Flicker
|
|
|
2007
|
|
|
245,296
|
|
|
-
|
|
|
382,342
|
(7)
|
|
-
|
|
|
627,638
|
|
|
Former
Chief Financial Officer and former Executive Vice President
(6)
|
|
|
2006
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence
Bellone
|
|
|
2007
|
|
|
180,495
|
|
|
-
|
|
|
178,324
|
(9)
|
|
-
|
|
|
358,819
|
|
|
Former
Chief Financial Officer
and
former Executive Vice President - Corporate Development
(8)
|
|
|
2006
|
|
|
180,000
|
|
|
50,000
|
|
|
312,259
|
(10)
|
|
-
|
|
|
542,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas
Endres
|
|
|
2007
|
|
|
176,528
|
|
|
-
|
|
|
133,207
|
(12)
|
|
-
|
|
|
309,735
|
|
|
Former
Chief Operating Officer
and
former Executive Vice President, Operations
(11)
|
|
|
2006
|
|
|
47,083
|
|
|
-
|
|
|
67,598
|
(13)
|
|
-
|
|
|
114,681
|
|
|
|
(1)
|
The
amounts in column (e) reflect the dollar amount of awards under the
Plan
that we recognized for financial statement reporting purposes for
the
fiscal years ended December 31, 2007 and 2006 in accordance with FAS
123(R). Assumptions used in the calculations of these amounts are
included
in Note 12 to our Annual Report on Form 10-K for the year ended December
31, 2007.
|
|
|
(2)
|
Mr.
Ames has served as our President and Chief Executive Officer since
November 9, 2006.
|
|
|
(3)
|
This
amount represents the compensation expense we incurred in 2007 for
Mr.
Ames in connection with the December 7, 2006 grant, which is described
in
footnote 4 below.
|
|
|
(4)
|
On
October 5, 2006, we granted an option to purchase 205,000 shares
of our
common stock to Mr. Ames at an exercise price of $3.00 per share
(the
closing price per share of our common stock on the day before the
date of
grant as reported by the American Stock Exchange) in consideration
of his
service as a director, and 175,000 shares were vested on the date
of grant
and the remainder of the option vests in two installments of 15,000
shares
each on the six-month and one-year anniversaries of the date of grant.
The
option expires on the 10th anniversary of the date of grant. On November
9, 2006, upon Mr. Ames becoming our President and Chief Executive
Officer,
30,000 shares that were granted as part of the October 5, 2006 grant
were
forfeited as a result of his resigning as a member of the governance
and
compensation committees. On December 7, 2006, we granted an option
to
purchase 1,350,000 shares of our common stock to Mr. Ames at an exercise
price of $2.44 per share (the closing price per share of our common
stock
on the date of grant as reported by the American Stock Exchange)
in
consideration of his service as our President and Chief Executive
Officer,
and 200,000 shares vested on the grant date. The remaining 1,150,000
were
initially scheduled to vest on the first anniversary of the date
of grant.
On February 1, 2007, our compensation committee agreed to revise
the
vesting of the option for those
|
|
|
|
1,150,000
shares so that they vest in equal monthly installments on the
seventh day
of each month, with the final installment vesting on December
7, 2007. The
option expires on the fifth anniversary of the date of grant.
The amount
in the table includes (x) $367,368 in compensation expense we
incurred in
2006 for Mr. Ames in connection with the October 5, 2006 grant;
and (y)
$376,104 in compensation expense we incurred in 2006 for Mr.
Ames in
connection with the December 7, 2006 grant.
|
|
|
(5)
|
This
amount represents a payment made to Mr. Ames for his service as
an
independent director from October 1, 2006 until his election by
the board
as President and Chief Executive Officer on November 9,
2006.
|
|
|
(6)
|
Mr.
Flicker served as our Chief Financial Officer, Executive Vice President
and Secretary from January 29, 2007 until July 17,
2008.
|
|
|
(7)
|
On
February 1, 2007, we granted an option to purchase 425,000 shares
of our
common stock to Mr. Flicker at an exercise price of $2.79 per share
(the
closing price per share of our common stock on the date of grant
as
reported by the American Stock Exchange) in consideration of his
service
as our Chief Financial Officer, Executive Vice President and Secretary;
212,500 shares were vested on February 1, 2008 and the remainder
of the
option was scheduled to vest in two equal installments of 106,250
shares
each on the second and third anniversaries of the date of grant
but
is now in dispute in light of the termination of his
employment
.
The option expires on the fifth anniversary of the date of grant.
The
amount in the table represents the compensation expense we incurred
in
2007 for Mr. Flicker in connection with the February 1, 2007 grant.
|
|
|
(8)
|
Mr.
Bellone served as our Executive Vice President, Corporate Development
from
January 29, 2007 to December 2007. He served as a member of our
board of
directors from October 5, 2006 until his resignation on January
16, 2008.
Mr. Bellone served as our Chief Financial Officer from April 5,
2005 until
his election as Executive Vice President and provided financial
consulting
services to us from March 2005 until his election as Chief Financial
Officer. He resigned as our principal accounting officer effective
November 12, 2007.
|
|
|
(9)
|
The
amount in the table includes (x) $61,785 in compensation expense
we
incurred in 2007 for Mr. Bellone in connection with the February
28, 2006
grant; and (y) $116,539 in compensation expense we incurred in
2007 for
Mr. Bellone in connection with the December 7, 2006 grant. The
option
grants are described in footnote 10
below.
|
|
|
(10)
|
On
February 28, 2006, we granted an option to purchase 100,000 shares
of our
common stock to Mr. Bellone at an exercise price of $5.56 per share
(the
average closing price per share of our common stock on the five
trading
days before the date of grant as reported by the OTC Bulletin Board)
in
consideration of his service as our Chief Financial Officer, and
all
shares vested on the first anniversary of the date of grant. The
option
expires on the fifth anniversary of the date of grant. On December
7,
2006, we granted an option to purchase 100,000 shares of our common
stock
to Mr. Bellone at an exercise price of $2.44 per share (the closing
price
per share of our common stock on the date of grant as reported
by the
American Stock Exchange) in consideration of his service as our
Chief
Financial Officer, and all shares vested on the first anniversary
of the
date of grant. The option expires on the fifth anniversary of the
date of
grant. The amount in the table includes (x) $301,665 in compensation
expense we incurred in 2006 for Mr. Bellone in connection with
the
February 28, 2006 grant; and (y) $10,594 in compensation expense
we
incurred in 2006 for Mr. Bellone in connection with the December
7, 2006
grant.
|
|
|
(11)
|
Mr.
Endres became our Senior Vice President, Operations on September
7, 2006,
our Executive Vice President, Operations on March 15, 2007 and
our Chief
Operating Officer on June 19, 2007. On March 12, 2008, Mr. Endres
informed
our board of directors of his decision not to renew his employment
agreement, which expired on March 6, 2008. Mr. Endres resigned
as our
Chief Operating Officer and Executive Vice President effective
April 12,
2008.
|
|
|
(12)
|
On
June 19, 2007, we granted an option to purchase 50,000 shares
of our
common stock to Mr. Endres at an exercise price of $1.19 per
share (the
closing price per share of our common stock on the date of
grant
|
|
|
|
as
reported by the American Stock Exchange) in consideration of his
service
as our Chief Operating Officer. Because this option was not scheduled
to
vest until the first anniversary of the date of grant, it was forfeited
when his employment with us ended effective April 12, 2008. The
amount in
the table includes (x) $116,539 in compensation expense we incurred
in
2007 for Mr. Endres in connection with the December 7, 2006 grant,
which
is described in footnote 13 below; and (y) $16,668 in compensation
expense
we incurred in 2007 for Mr. Endres in connection with the June
19, 2007
grant.
|
|
|
(13)
|
On
September 7, 2006, we granted an option to purchase 30,000 shares
of our
common stock to Mr. Endres at an exercise price of $3.62 per share
(the
closing price per share of our common stock on the date of grant
as
reported by the American Stock Exchange) in consideration of his
service
as our Senior Vice President, Operations, and all shares vested
on
December 31, 2006. On December 7, 2006, we granted an option to
purchase
100,000 shares of our common stock to Mr. Endres at an exercise
price of
$2.44 per share (the closing price per share of our common stock
on the
date of grant as reported by the American Stock Exchange) in consideration
of his continued service as our Senior Vice President, Operations,
and all
shares vested on the first anniversary of the date of grant. Both
options
expire on the fifth anniversary of the dates of grant. The amount
in the
table includes (x) $57,003 in compensation expense we incurred
in 2006 for
Mr. Endres in connection with the September 7, 2006 grant; and
(y) $10,594
in compensation expense we incurred in 2006 for Mr. Endres in connection
with the December 7, 2006 grant.
|
Employment
Agreement with Former Chief Operating Officer
Thomas
Endres
In
connection with Mr. Endres’ appointment as Chief Operating Officer on June 19,
2007, we entered into an amended and restated employment agreement with him
on
June 19, 2007. The agreement provided for an annual base salary of $200,000
and
had a term of eighteen months commencing on September 7, 2006 and ending on
March 6, 2008. On March 12, 2008, Mr. Endres informed our board of directors
of
his decision not to renew his employment agreement. He resigned as our Chief
Operating Officer and Executive Vice President effective April 12, 2008. His
employment agreement provides for our previous grants to Mr. Endres of (a)
an
option to purchase 30,000 shares of our common stock at an exercise price of
$3.62 per share (the closing price per share of our common stock on September
7,
2006, the date of grant as reported by the American Stock Exchange), of which
all shares vested on December 31, 2006, and (b) an option to purchase 100,000
shares of our common stock at an exercise price of $2.44 per share (the closing
price per share of our common stock on December 7, 2006, the date of grant
as
reported by the American Stock Exchange). The option to purchase 100,000 shares
of our common stock that was granted on December 7, 2006 vested on the first
anniversary of the date of grant and expires on the fifth anniversary of the
date of grant. Under the agreement, we also granted Mr. Endres on June 19,
2007
an additional option to purchase 50,000 shares of our common stock at an
exercise price of $1.19 per share (the closing sales price of the common stock
on the date of grant as reported on the American Stock Exchange). Because this
option was not scheduled to vest until the first anniversary of the date of
grant, it was forfeited when his employment with us ended effective April 12,
2008. Under his employment agreement, Mr. Endres received any earned but unpaid
salary through the date of termination.
Outstanding
Equity Awards for Named Executive Officers at Fiscal
Year-End
The
following table sets forth certain information with respect to outstanding
options at December 31, 2007 for each of our executive officers listed in the
Summary Compensation Table above. Unless otherwise noted in the footnotes,
options are fully vested.
As
noted
below, the number of shares issuable upon exercise of the options granted in
December 2006, February 2007 and June 2007, to the extent that such amount
exceeded the number then available under the Plan, was subject to approval
by
our stockholders of an amendment to the Plan to increase the number of shares
available for award under the Plan to cover those excess options. On February
12, 2008, at the conclusion of our annual meeting of stockholders, our
stockholders approved an amendment to the Plan to increase the number of shares
of common stock available for issuance under the Plan from 4,000,000 to
6,500,000.
The
Plan,
as amended, provides that the total number of shares of common stock that may
be
subject to awards granted under the Plan is 6,500,000 shares (plus the number
of
shares with respect to which awards previously granted thereunder are forfeited,
expire, terminate without being exercised or are settled with property other
than shares, and the number of shares that are surrendered in payment of any
awards or any tax withholding requirements). The table below reflects the
outstanding stock options held on December 31, 2007, giving effect to the
stockholder
approval on February 12, 2008 of the increase in the
number of
shares issuable under the Plan that covered those excess
options.
Outstanding
Equity Awards at Fiscal Year-End (December 31, 2007)
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|
|
(a)
|
|
(b)
|
(c)
|
(d)
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
R. Ames
|
|
|
175,000
|
(1)
|
|
-
|
|
|
3.00
|
(3)
|
|
October
5, 2016
|
|
|
|
|
|
1,350,000
|
(2)
|
|
-
|
|
|
2.44
|
(4)
|
|
December
7, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary
Flicker
|
|
|
-
|
|
|
425,000
|
(5)
|
|
2.79
|
(4)
|
|
February
1, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence
Bellone
|
|
|
100,000
|
|
|
-
|
|
|
3.75
|
|
|
April
5, 2008
|
|
|
|
|
|
100,000
|
(6)
|
|
-
|
|
|
5.56
|
(7)
|
|
February
28, 2011
|
|
|
|
|
|
100,000
|
(6)
|
|
-
|
|
|
2.44
|
(4)
|
|
December
7, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas
Endres
|
|
|
30,000
|
(8)
|
|
-
|
|
|
3.62
|
(4)
|
|
September
7, 2011
|
|
|
|
|
|
100,000
|
(8)
|
|
-
|
|
|
2.44
|
(4)
|
|
December
7, 2011
|
|
|
|
|
|
-
|
|
|
50,000
|
(9)
|
|
1.19
|
(4)
|
|
June
19, 2012
|
|
___________________________
|
|
(1)
|
On
October 5, 2006, we granted an option to purchase 205,000 shares
of our
common stock to Mr. Ames in consideration of his service as a director,
and 175,000 shares vested on the date of grant and the remainder
of the
option vests in two installments of 15,000 shares each on the six-month
and one-year anniversaries of the date of grant. On November 9, 2006,
upon
Mr. Ames becoming our President and Chief Executive Officer, 30,000
shares
that were granted as part of the October 5, 2006 grant were forfeited
as a
result of his resigning as a member of the governance and compensation
committees.
|
|
|
(2)
|
On
December 7, 2006, we granted an option to purchase 1,350,000 shares
of our
common stock to Mr. Ames in consideration of his service as our President
and Chief Executive Officer, and 200,000 shares vested on the grant
date.
The 1,150,000 unvested options were initially scheduled to vest on
the
first anniversary of the date of grant. On February 1, 2007, our
compensation committee agreed to revise the vesting of the option
for
those 1,150,000 shares so that they vest in equal monthly installments
on
the seventh day of each month, with the final installment vesting
on
December 7, 2007. 411,750 shares issuable on exercise of the option
granted to Mr. Ames on December 7, 2006 were subject to stockholder
approval of an amendment to the Plan, which was subsequently approved
as
of February 12, 2008.
|
|
|
(3)
|
Based
on the closing price per share of our common stock on the day before
the
date of grant as reported by the American Stock
Exchange.
|
|
|
(4)
|
Based
on the closing price per share of our common stock on the date of
grant as
reported by the American Stock
Exchange.
|
|
|
(5)
|
On
February 1, 2007, we granted an option to purchase 425,000 shares
of our
common stock to Mr. Flicker in consideration of his service as our
Chief
Financial Officer, Executive Vice President and Secretary, and 212,500
shares were vested on February 1, 2008. The remainder of the option
was
originally scheduled to vest in two equal installments of 106,250
shares
each on the second and third anniversaries of the date of grant but
is now
in dispute in light of the termination of his employment. 425,000
shares
issuable on exercise of the option granted to Mr. Flicker on February
1,
2007 were subject to stockholder approval of an amendment to the
Plan,
which was subsequently approved as of February 12, 2008.
|
|
|
(6)
|
In
consideration of his service as our Chief Financial Officer, on February
28, 2006, we granted an option to purchase 100,000 shares of our
common
stock to Mr. Bellone, and on December 7, 2006, we granted an option
to
purchase 100,000 shares of our common stock. These options vested
on
February 28, 2007 and December 7, 2007, respectively. 30,500 shares
issuable on exercise of the option granted to Mr. Bellone on December
7,
2006 were subject to stockholder approval of an amendment to the
Plan,
which was subsequently approved as of February 12, 2008.
|
|
|
(7)
|
The
average closing price per share of our common stock on the five trading
days before the date of grant as reported by the OTC Bulletin
Board.
|
|
|
(8)
|
In
consideration of his service as our Senior Vice President, Operations,
on
September 7, 2006, we granted to Mr. Endres an option to purchase
30,000
shares of our common stock that vested on December 31, 2006. On December
7, 2006, we granted Mr. Endres an option to purchase 100,000 shares
of our
common stock that vested on December 7, 2007. 30,500 shares issuable
on
exercise of the option granted to Mr. Endres on December 7, 2006
were
subject to stockholder approval of an amendment to the Plan, which
was
subsequently approved as of February 12, 2008.
|
|
|
(9)
|
On
June 19, 2007, we granted an option to purchase 50,000 shares of
our
common stock to Mr. Endres in consideration of his service as our
Chief
Operating Officer, and all shares were scheduled to vest on the first
anniversary of the date of grant and were subject to stockholder
approval
of an amendment to the Plan, which was subsequently approved as of
February 12, 2008. On March 12, 2008, Mr. Endres informed our board
of
directors of his decision not to renew his employment agreement.
He
resigned as our Chief Operating Officer and Executive Vice President
effective April 12, 2008. Accordingly, these options were forfeited
when
Mr. Endres’ employment with us
ended.
|
New
Compensation Arrangements Adopted in October 2008 for Current Executive
Officers
In
October 2008, the compensation committee of our board of directors adopted
several compensation arrangements for our current executive officers, who
are:
|
Name
|
Title
|
|
|
|
|
David
R. Ames
|
Chief
Executive Officer and President
|
|
|
|
|
Romilos
Papadopoulos
|
Chief
Financial Officer, Chief Operating Officer, Executive Vice President
and
Secretary
|
|
|
|
|
Michael
E. Ellis
|
President
of our operating division, Global Energy Systems, Inc.
|
On
October 7, 2008, the compensation committee approved an increase in annual
salary for Mr. Ames from $1 to $350,000, effective October 1, 2008, and awarded
a $150,000 cash bonus for his past service. The previously agreed current annual
salaries for Dr. Papadopoulos is $275,000 and for Mr. Ellis is
$225,000.
On
October 9, 2008, in accordance with our policy of providing performance
incentives to align the interests of management with those of our stockholders,
the compensation committee granted to our executive officers and other key
members of management shares of restricted stock and non-qualified stock options
under the Plan. In connection with the grants of shares of restricted stock
and
stock options under the Plan, we entered into a restricted stock agreement
and a
stock option agreement with each of the recipients. The committee granted to
our
executive officers a total of 305,000 shares of restricted stock and options
to
purchase a total of 555,000 shares at a purchase price per share equal to the
closing price of the common stock on the American Stock Exchange on the date
of
grant (which was $0.19 per share), as detailed in the following table. Under
the
terms of the respective agreements, the restricted stock and the stock options
have a 7-year term and will vest or expire or be forfeited at earlier dates
based on our stock price as explained in more detail below.
|
Name
|
|
Restricted
Stock
|
|
Options
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
David
R. Ames
|
|
|
130,000
|
|
|
240,000
|
|
|
370,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Romilos
Papadopoulos
|
|
|
95,000
|
|
|
175,000
|
|
|
270,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
E. Ellis
|
|
|
80,000
|
|
|
140,000
|
|
|
220,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
305,000
|
|
|
555,000
|
|
|
860,000
|
|
Under
the
terms of the respective agreements, all unvested shares of the restricted stock
will be forfeited immediately if the recipient’s employment is terminated for
any reason, and all unexercised stock options will be terminated immediately
if
the recipient’s employment is terminated for “Cause.” “Cause” means (1) the
failure by the officer to perform, in a reasonable manner, his or her duties
as
assigned by us, (2) any violation or breach by the officer of his or her
employment, consulting or other similar agreement with us, if any, (3) any
violation or breach by the officer of any non-competition, non-solicitation,
non-disclosure and/or other similar agreement with the us, (4) any act by the
officer of dishonesty or bad faith with respect to us, (5) use of alcohol,
drugs
or other similar substances in a manner that adversely affects the officer’s
work performance, or (6) the commission by the officer of any act, misdemeanor,
or crime reflecting unfavorably upon the officer or us. If the recipient’s
employment is terminated for any other reason (including retirement and
disability), all vested but unexercised stock options will expire 90 days after
the termination or longer, as described in the option agreement. In addition,
each restricted stock and stock option award will vest as to the number of
shares specified below upon satisfaction of the vesting conditions, subject
to
earlier forfeiture or termination as described below:
|
|
·
|
One-half
of the restricted stock and the stock option will vest if the closing
price of our common stock as reported on the NYSE Alternext US equals
or
exceeds $1.50 per share for ten consecutive trading days (the “Initial
Threshold Price”) on or before October 9, 2011; provided that if
the Initial Threshold Price is not achieved on or before
October 9, 2011, all of the restricted stock and the stock
option shall be forfeited and
terminated.
|
|
|
·
|
If
and only if the Initial Threshold Price is achieved on or before
October 9, 2011, an additional one-fourth of the restricted
stock and the stock option will vest if the closing price of our
common
stock as reported on the NYSE Alternext US equals or exceeds $2.00
per
share for ten consecutive trading days on or before
October 9, 2015.
|
|
|
·
|
If
and only if the Initial Threshold Price is achieved on or before
October 9, 2011, an additional one-fourth of the restricted
stock and the stock option will vest if the closing price of our
common
stock as reported on the NYSE Alternext US equals or exceeds $2.50
per
share for ten consecutive trading days on or before
October 9, 2015.
|
Compensation
of Directors
The
following table sets forth a summary of the compensation we paid in 2007 to
our
directors. The table includes any person who served during 2007 as a director
(other than named executive officers), even if he is no longer serving as a
director. For information about the compensation we paid to Mr. Ames, a named
executive officer, for serving as a director, see the notes to the Summary
Compensation Table above. Mr. Bellone, another named executive officer who
served as a director from October 5, 2006 until his resignation on January
16,
2008, did not receive any compensation related to his service as a director
in
2007.
Director
Compensation for 2007
|
Name
|
|
Fees
Earned
or
Paid
in
Cash
($)
|
Option
Awards
(1)
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
(a)
|
|
(b)
|
(c)
|
(d)
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
William
P. Behrens (2)
|
|
|
20,000
|
|
|
62,978
|
(3)
|
|
-
|
|
|
82,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
D. Ditoro (4)
|
|
|
20,000
|
|
|
26,989
|
(3)
|
|
-
|
|
|
46,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edwin
L. Klett (5)
|
|
|
20,000
|
|
|
107,400
|
(3)
|
|
-
|
|
|
127,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
d’Arnaud-
Taylor
(6)
|
|
|
-
|
|
|
-
|
|
|
165,000
|
(7)
|
|
165,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gil
Boosidan (8)
|
|
|
20,000
|
|
|
372,119
|
(3)
|
|
-
|
|
|
392,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
L. Franklin (9)
|
|
|
20,000
|
|
|
372,119
|
(3)
|
|
-
|
|
|
392,119
|
|
____________________
|
|
(1)
|
The
amounts in column (c) reflect the dollar amount of awards under the
Plan
that we recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2007 in accordance with FAS 123(R).
Assumptions used in the calculation of this amount are included in
Note 12
to our audited consolidated financial statements in our Annual Report
on
Form 10-K for the year ended December 31,
2007.
|
|
|
(2)
|
Mr.
Behrens, who is currently serving as a director, was elected to the
board
on October 1, 2006.
|
|
|
(3)
|
The
following table below summarizes the outstanding stock options held
on
December 31, 2007 by any person who served during 2007 as a director
(other than named executive officers), even if he is no longer serving
as
a director. The number of shares issuable upon exercise of the options
granted in December 2006 and February 2007, to the extent that such
amount
exceeded the number then available under the Plan, was subject to
approval
by our stockholders of an amendment to the Plan to increase the number
of
shares available for award under the Plan to cover those excess options.
On February 12, 2008, at the conclusion of our annual meeting of
stockholders, our stockholders approved an amendment to the Plan
to
increase the number of shares of common stock available for issuance
under
the Plan from 4,000,000 to 6,500,000.
The
table below reflects the outstanding stock options held on December
31,
2007, giving effect to the stockholder approval on February 12, 2008
of
the increase in the number of shares issuable under the Plan that
covered
those excess options.
|
|
Name
|
|
Grant
Date
|
|
Number
of
Options
Granted
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Option
Exercise
Price
($)
(a)
|
Option
Expiration
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
P. Behrens (b)
|
|
|
Oct.
5, 2006
|
|
|
215,000
|
|
|
215,000
|
|
|
-
|
|
|
3.00
|
|
|
Oct.
5, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
D. Ditoro (c)
|
|
|
July
28, 2005
|
|
|
80,000
|
|
|
80,000
|
|
|
-
|
|
|
4.00
|
(d)
|
|
July
28, 2010
|
|
|
|
|
|
Sept.
7, 2006
|
|
|
55,000
|
|
|
55,000
|
|
|
-
|
|
|
3.62
|
|
|
Sept.
7, 2011
|
|
|
|
|
|
Oct.
5, 2006
|
|
|
5,000
|
|
|
5,000
|
|
|
-
|
|
|
3.00
|
|
|
Oct.
5, 2016
|
|
|
|
|
|
Dec.
7, 2006
|
|
|
125,000
|
|
|
125,000
|
|
|
|
|
|
2.44
|
|
|
Dec.
7, 2016
|
|
|
|
|
|
Feb.
1, 2007
|
|
|
15,000
|
|
|
7,500
|
|
|
7,500
|
|
|
2.79
|
|
|
Feb.
1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edwin
L. Klett (e)
|
|
|
Dec.
7, 2006
|
|
|
40,000
|
|
|
40,000
|
|
|
-
|
|
|
2.44
|
|
|
Dec.
7, 2016
|
|
|
|
|
|
Dec.
7, 2006
|
|
|
175,000
|
|
|
175,000
|
|
|
-
|
|
|
2.44
|
|
|
Dec.
7, 2016
|
|
|
|
|
|
Feb.
1, 2007
|
|
|
25,000
|
|
|
12,500
|
|
|
12,500
|
|
|
2.79
|
|
|
Feb.
1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
d’Arnaud-
Taylor
(f)
|
|
|
Feb.
28, 2006
|
|
|
125,000
|
|
|
125,000
|
|
|
-
|
|
|
5.56
|
|
|
Aug.
22, 2009
|
|
|
|
|
|
June
12, 2006
|
|
|
225,000
|
|
|
225,000
|
|
|
-
|
|
|
8.32
|
|
|
Aug.
22, 2009
|
|
|
|
|
|
Dec.
7, 2006
|
|
|
100,000
|
|
|
100,000
|
|
|
-
|
|
|
2.44
|
|
|
Dec.
7, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gil
Boosidan (g)
|
|
|
Feb.
1, 2007
|
|
|
200,000
|
|
|
100,000
|
|
|
100,000
|
|
|
2.79
|
|
|
Feb.
1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
L. Franklin (h)
|
|
|
Feb.
1, 2007
|
|
|
200,000
|
|
|
100,000
|
|
|
100,000
|
|
|
2.79
|
|
|
Feb.
1, 2017
|
|
________________________
|
|
(a)
|
Except
as noted otherwise, the exercise price of each option in this column
is
equal to the closing price per share of our common stock on the
date of
grant as reported by the American Stock
Exchange.
|
|
|
(b)
|
We
granted an option to purchase shares of our common stock to Mr.
Behrens in
consideration of his service as a director, and 175,000 of the
shares
vested on the date of grant and the remainder of the option vested
in two
installments of 20,000 shares each on the six-month and one-year
anniversaries of the date of grant. The amount in the table includes
$62,978 in compensation expense we incurred in 2007 for Mr. Behrens
in
connection with this grant.
|
|
|
(c)
|
We
granted options to purchase shares of our common stock to Mr. Ditoro
in
consideration of his service as a director, and all shares have
vested
under the terms of his option agreements. The amount in the table
includes
$26,989 in compensation expense we incurred in 2007 for Mr. Ditoro
in
connection with the February 1, 2007
grant.
|
|
|
(d)
|
As
reported by the OTC Bulletin Board, the high and closing prices
per share
of our common stock on the date of grant were $4.20 and the low
price was
$3.51.
|
|
|
(e)
|
We
granted options to purchase shares of our common stock to Mr. Klett
in
consideration of his service as a director. With respect to the
December
7, 2006 grant, 175,000 of the shares vested on the date of grant
and the
remainder of the option vested in two installments of 20,000 shares
each
on the six-month and one-year anniversaries of the date of grant.
With
respect to the February 1, 2007 grant, the option vested in two
installments of 12,500 shares each on the six-month and one-year
anniversaries of the date of grant. The amount in the table includes
(x)
$62,419 in compensation expense we incurred in 2007 for Mr. Klett
in
connection with the Dec. 7, 2006 grant and (y) $44,981 in compensation
expense we incurred in 2007 for Mr. Klett in connection with the
February
1, 2007 grant.
|
|
|
(f)
|
On
February 28, 2006, we granted an option to purchase 250,000 shares
of our
common stock to Mr. d’Arnaud-Taylor in consideration of his service as our
President and Chief Executive Officer, and
all
|
|
|
|
shares
(as adjusted as described below) vested on the first anniversary
of the
grant date. On June 12, 2006, we granted an option to purchase
450,000
shares of our common stock to Mr. d’Arnaud-Taylor in consideration of his
service as our President and Chief Executive Officer, with all
shares to
vest upon Mr. d’Arnaud-Taylor entering a new employment agreement. On
August 25, 2006, we entered into a termination agreement with Mr.
d’Arnaud-Taylor under which we agreed with Mr. d’Arnaud-Taylor that his
employment by, and his position as an officer of, the company was
terminated effective as of August 22, 2006. The agreement provided
that
Mr. d’Arnaud-Taylor would continue to serve as a director of the company
for the remainder of his current term. The agreement further provided,
with respect to the foregoing options, and subject to Mr.
d’Arnaud-Taylor’s compliance with the terms of the agreement, that (a) the
exercise period was extended until August 22, 2009 with respect
to one
half of each option; and (b) the remaining one-half of each option
was
terminated. On December 7, 2006, we granted an option to purchase
100,000
shares of our common stock to Mr. d’Arnaud-Taylor in consideration of his
service as a director, and all shares vested on the date of grant.
On
October 9, 2008, we repurchased all of Mr. d’Arnaud-Taylor’s 450,000
options for $4,500, and those options were
cancelled.
|
|
|
(g)
|
We
granted options to purchase shares of our common stock to Mr. Boosidan
in
consideration of his service as a director, and 75,000 of the shares
vested on the date of grant and the remainder of the option vested
in two
installments of 25,000 shares and 100,000 on the six-month and
one-year
anniversaries of the date of grant, respectively. The amount in
the table
includes $372,119 in compensation expense we incurred in 2007 for
Mr.
Boosidan in connection with this grant.
|
|
|
(h)
|
We
granted options to purchase shares of our common stock to Mr. Franklin
in
consideration of his service as a director, and 75,000 of the shares
vested on the date of grant and the remainder of the option vested
in two
installments of 25,000 shares and 100,000 on the six-month and
one-year
anniversaries of the date of grant, respectively. The amount in
the table
includes $372,119 in compensation expense we incurred in 2007 for
Mr.
Franklin in connection with this grant.
|
|
|
(4)
|
Mr.
Ditoro, who is currently serving as a director, served as a director
from
July 28, 2005 through August 10, 2006 and again became a director
on
September 7, 2006.
|
|
|
(5)
|
Mr.
Klett, who is currently serving as a director, was elected as
a director
on December 7, 2006.
|
|
|
(6)
|
Mr.
d’Arnaud-Taylor served as a director from February 2, 2005 until
his term
expired on February 12, 2008.
|
|
|
(7)
|
On
December 1, 2006, we entered into a consulting agreement with
Mr.
d’Arnaud-Taylor under which Mr. d’Arnaud-Taylor agreed to provide
strategic advice to our Chief Executive Officer. This amount
represents
compensation expense we incurred in 2007 for Mr. d’Arnaud-Taylor under the
December 1, 2006 consulting agreement, which expired on November
25, 2007.
For more information about our payments to Mr. d’Arnaud-Taylor, please see
below, “Certain Relationships and Related Transactions, and Director
Independence - Termination and Consulting Agreements with Christopher
d’Arnaud-Taylor.” Mr. d’Arnaud-Taylor did not receive any compensation
related to his service as a director in
2007.
|
|
|
(8)
|
Mr.
Boosidan, who is currently serving as a director, was elected
as a
director on January 29, 2007.
|
|
|
(9)
|
Mr.
Franklin, who is currently serving as a director, was elected
as a
director on January 29, 2007.
|
We
compensate non-employee members of the board through a mixture of cash and
equity-based compensation. Commencing October 1, 2006, we adopted a policy
of
paying each independent, non-employee director a quarterly retainer of $5,000
for his services as a director. On March 20, 2008, we revised this policy to
increase this quarterly retainer to $7,500.
On
the date each independent, non-employee director is
elected to the board of directors for his or her first time, our current policy
is to grant to the director an option to purchase shares of our common stock
at
a price equal
to
the
fair market value of our common stock on the date of grant. Directors also
receive stock option grants for serving on the audit committee, governance
committee, compensation committee and venture, science and technology committee.
The number of shares underlying each annual option grant is: 25,000 shares
for
chairing the compensation committee, governance committee or venture, science
and technology committee; 50,000 shares for chairing the audit committee; 15,000
shares for being a member of the governance committee, compensation committee
or
venture, science and technology committee; and 25,000 shares for being a member
of the audit committee. Annual grants to reelected directors are at the
discretion of the board.
On
March
20, 2008, as detailed in the following table and in accordance with the policy
described in the previous paragraph, we granted to our non-employee directors
options to purchase a total of 275,000 shares at a purchase price per share
equal to the closing price of the common stock on the American Stock Exchange
on
the date of grant (which was $0.42 per share). One-half of the options granted
to each director vested six months after the date of grant, and the remaining
one-half vests on the first anniversary of the date of grant. The options have
a
term of 10 years.
|
Name
|
|
Position
|
|
Number
of
Options
|
|
|
|
|
|
|
|
|
William
P. Behrens
|
|
|
Chairman
of the Board
|
|
|
25,000
|
|
|
|
|
|
Member
of Compensation Committee
|
|
|
15,000
|
|
|
|
|
|
Member
of Governance Committee
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
Gil
Boosidan
|
|
|
Chair
of Audit Committee
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
Richard
D. Ditoro
|
|
|
Chair
of Compensation Committee
|
|
|
25,000
|
|
|
|
|
|
Member
of Governance Committee
|
|
|
15,000
|
|
|
|
|
|
Member
of Venture, Science & Technology Committee
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
Robert
L. Franklin
|
|
|
Chair
of Venture, Science & Technology Committee
|
|
|
25,000
|
|
|
|
|
|
Member
of Audit Committee
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
Edwin
L. Klett
|
|
|
Chair
of Governance Committee
|
|
|
25,000
|
|
|
|
|
|
Member
of Compensation Committee
|
|
|
15,000
|
|
|
|
|
|
Member
of Audit Committee
|
|
|
25,000
|
|
|
TOTAL
|
|
|
|
|
|
275,000
|
|
Because
we currently do not have a sufficient number of shares available for grant
under
the Plan, we granted no equity compensation to Mr. Townsend upon his election
to
our board of directors on October 22, 2008. The compensation committee is
considering alternatives for compensating Mr. Townsend.
Directors
who are also our employees do not receive cash or equity compensation for
service on the board in addition to compensation payable for their service
as
our employees.
Change-in-Control
Arrangements
The
Plan
provides that if and only to the extent provided in the award agreement, or
to
the extent otherwise determined by the compensation committee, subject to
certain limitations, on the occurrence of a “Change-in-Control,” (a) any option
or stock appreciation right that was not previously vested and exercisable
as of
the time of the Change-in-Control, shall become immediately vested and
exercisable, (b) any restrictions, deferral of settlement, and forfeiture
conditions applicable to a restricted stock award, deferred stock award or
an
other stock-based award subject only to future service requirements granted
under the Plan shall lapse and such awards shall be deemed fully vested as
of
the time of the Change-in-Control, and (c) with respect to any outstanding
award
subject to achievement of performance goals and conditions under the Plan,
the
compensation committee may, in its discretion, deem such performance goals
and
conditions as having been met as of the date of the
Change-in-Control.
For
this
purpose, a “Change-in-Control” includes:
|
|
·
|
consummation
of a reorganization, merger, statutory share exchange or consolidation
or
similar corporate transaction involving Global Energy Holdings Group,
Inc.
(“Global Energy”) or any of its subsidiaries, a sale or other disposition
of all or substantially all of the assets of Global Energy, or the
acquisition of assets or stock of another entity by Global Energy
or any
of its subsidiaries (each a “Business Combination”), in each case, unless,
following such Business Combination, (A) all or substantially all
of the
individuals and entities who were the beneficial owners, respectively,
of
the outstanding voting securities of Global Energy immediately prior
to
such Business Combination beneficially own, directly or indirectly,
more
than 50% of the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to
vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including,
without
limitation, a corporation which as a result of such transaction owns
Global Energy or all or substantially all of its assets either directly
or
through one or more subsidiaries) in substantially the same proportions
as
their ownership, immediately prior to such Business Combination,
of the
voting securities of Global Energy, (B) no person (excluding any
employee
benefit plan (or related trust) of Global Energy or such corporation
resulting from such Business Combination or any person that as of
the
effective date of the Plan owns beneficial ownership of a controlling
interest) beneficially owns, directly or indirectly, 50% or more
of the
then outstanding shares of common stock of the corporation resulting
from
such Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the extent
that such ownership existed prior to the Business Combination and
(C) at
least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members
of
incumbent board of Global Energy at the time of the execution of
the
initial agreement, or of the action of the board, providing for such
Business Combination;
|
|
|
·
|
the
acquisition, directly or indirectly, by any person or related group
of
persons (other than Global Energy or a person that directly or indirectly
controls, is controlled by, or is under common control with, Global
Energy), of beneficial ownership (within the meaning of Rule 13d-3
of the
Exchange Act) of securities possessing more than 50% of the total
combined
voting power of our outstanding securities, with certain
exceptions;
|
|
|
·
|
during
any consecutive two-year period, individuals who at the beginning
of that
two-year period constituted the board of directors (together with
any new
directors whose election to the Board of Directors, or whose nomination
for election by the stockholders of Global Energy, was approved by
a vote
of a majority of the directors then still in office who were either
directors at the beginning of such period or whose elections or
nominations for election were previously so approved) cease for any
reason
to constitute a majority of the board of directors then in office;
or
|
|
|
·
|
approval
by stockholders of a complete liquidation or dissolution of Global
Energy.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Termination
and Consulting Agreements with Christopher d’Arnaud-Taylor
Termination
Agreement
.
On
August 25, 2006, we entered into a termination agreement with Christopher
d’Arnaud-Taylor, our former director, Chairman, President and Chief Executive
Officer, under which his employment by us and his position as an officer of
our
company was terminated effective as of August 22, 2006 (the “Termination Date”).
The agreement provided that Mr. d’Arnaud-Taylor would continue to serve as a
member of our board of directors for the remainder of his current term. Under
the termination agreement, we continued to pay Mr. d’Arnaud-Taylor his salary
and maintain his employment benefits in effect immediately before the
Termination Date through September 30, 2006, and we paid Mr. d’Arnaud-Taylor
$100,000 in severance on the three-month anniversary of the Termination Date.
The agreement provided that, subject to Mr. d’Arnaud-Taylor’s compliance with
the terms of the agreement, the exercise periods of the options to purchase
250,000 shares of common stock at an exercise price of $5.56 per share and
450,000 shares of common stock at an exercise price of $8.32 per share that
were
granted to Mr. d’Arnaud-Taylor on February 28, 2006 and June 12, 2006,
respectively, were extended until the third anniversary of the Termination
Date
with respect to one half of each option. The options were otherwise terminated.
The agreement also provided that we would reimburse Mr. d’Arnaud-Taylor for any
reasonable and appropriately documented business expenses he may have incurred
before the Termination Date in the performance of his duties as an employee
and
that Mr. d’Arnaud-Taylor will be entitled to continue his coverage under our
group medical and dental plans to the extent provided in and subject to the
terms and conditions of our standard policy.
Under
the
termination agreement, Mr. d’Arnaud-Taylor agreed to provide the advisory and
consulting services as we reasonably requested during the three months after
the
Termination Date to permit the orderly transfer of his duties to other personnel
and not to solicit our employees during the period ending on the first
anniversary of the Termination Date. The agreement also provided for mutual
releases from all claims arising before the date of the agreement, other than
claims based on the released party’s willful acts, gross negligence or
dishonesty and, with respect to Mr. d’Arnaud-Taylor’s release of us, claims
vested before the date of the agreement for benefits under our employee benefit
plans and claims for indemnification for acts as an officer of our
company.
Initial
Consulting Agreement
.
On
August 25, 2006, we also entered into a consulting agreement with Mr.
d’Arnaud-Taylor under which Mr. d’Arnaud-Taylor agreed to provide the
consulting and advisory services as we reasonably requested from time to time.
During the term of the agreement, we agreed to pay Mr. d’Arnaud-Taylor $15,000
per month (payable monthly in arrears) and reimburse him for any reasonable
and
appropriately documented business expenses he incurred in the performance of
his
duties under the agreement. The agreement provided that Mr. d’Arnaud-Taylor
was not required to dedicate more than eight days in any calendar month to
the
performance of services under the agreement and that if he did provide services
for more than eight days in any calendar month, we would pay him an additional
$2,000 for each additional day or part of a day.
The
consulting agreement had a term of one year, subject to earlier termination
by
us if Mr. d’Arnaud-Taylor failed to perform his duties under the agreement. The
agreement included covenants by Mr. d’Arnaud-Taylor regarding
confidentiality, competition and solicitation of our customers, suppliers and
employees. This agreement was terminated effective December 1,
2006.
New
Consulting Agreement
.
On
December 1, 2006, we entered into a consulting agreement with Mr.
d’Arnaud-Taylor under which he agreed to provide strategic advice to our Chief
Executive Officer. During the term of the agreement, we paid Mr. d’Arnaud-Taylor
$15,000 per month (payable monthly in advance) and reimbursed him for any
reasonable and appropriately documented business expenses he incurred in the
performance of his duties under the agreement. The term of the agreement expired
on November 25, 2007.
During
2006, we paid Mr. d’Arnaud-Taylor $315,000 and recognized $406,000 in cash
compensation expense. We also recognized expense of $1,344,000 related to
options granted to Mr. d’Arnaud-Taylor as a result of his employment and
$170,000 related to options granted to him as a result of his membership on
our
board of directors. During 2007, we paid Mr. d’Arnaud-Taylor $256,000 and
recognized $165,000 in cash compensation expense.
On
October 9, 2008, we repurchased all of Mr. d’Arnaud-Taylor’s 450,000 options for
$4,500, and those options were cancelled.
Consulting
Agreements with Jeffrey S. Langberg
In
February 2005, we entered into a consulting services agreement with Jeffrey
S.
Langberg, then one of our directors, under which Mr. Langberg agreed to provide
general business advisory services. Under this agreement, we agreed to pay
Mr.
Langberg a monthly consulting fee of $15,000 and a sign-on bonus of $225,000.
Under the consulting agreement, Mr. Langberg was also eligible to receive
performance bonuses at the discretion of the board of directors as well as
equity-based awards under the Plan. Mr. Langberg agreed to waive any
compensation otherwise payable to him while he was a director of our company.
During 2005, Mr. Langberg earned $180,000 in consulting fees and $275,000 in
bonuses. Including $194,147 he earned in 2004 that we paid him in 2005, we
paid
Mr. Langberg a total of $649,147 in 2005, and we provided him with health
insurance coverage at a cost of $14,014 to us. (We also paid rent to an entity
controlled by Mr. Langberg as described below under “Office Space.”) Mr.
Langberg did not receive any compensation otherwise payable to him as a director
in 2005.
On
June
12, 2006, Mr. Langberg resigned from our board of directors. On that date,
we
issued to Mr. Langberg warrants to purchases 250,000 shares of common stock
at
an exercise price of $8.32 per share that were originally scheduled to vest
upon
the date on which NewEnglandXethanol, LLC has approved and commenced its initial
project. For these purposes, the project was to be deemed to have been approved
and commenced when (a) the project has been approved, (b) financing for
construction of the project has been obtained and closed and (c) our chief
executive officer has notified our board of directors or our compensation
committee that conditions (a) and (b) have been met. Due to the contingent
nature of these warrants, we did not reflect an expense for them in our
financial statements. In September 2006, we entered into an agreement with
Mr.
Langberg that terminated our consulting agreement with him. Mr. Langberg
continued to provide consulting services directly to our board of directors
under the terms of the terminated agreement until December 20, 2006, when we
entered into another agreement with Mr. Langberg that terminated the September
2006 agreement. In the December 20, 2006 agreement with Mr. Langberg, we agreed
as follows:
|
|
·
|
to
pay Mr. Langberg $15,000 on December 20, 2006 and $100,000 on January
2,
2007;
|
|
|
·
|
to
pay him six monthly payments of $15,000 each, beginning on December
25,
2006 and continuing on the 25
th
day of each month thereafter through May 25, 2007 (in addition to
payments
in that amount previously made on September 25, 2006 and October
25,
2006);
|
|
|
·
|
to
cancel the warrants we granted to him on June 12, 2006, and to issue
to
him a fully vested five-year warrant to purchase 125,000 shares of
our
common stock at an exercise price of $8.32;
|
|
|
·
|
to
continue paying or reimbursing him for health insurance through May
25,
2007; and
|
|
|
·
|
to
amend the sublease arrangement with a company controlled by Mr. Langberg
to reflect the terms described in “Office Space”
below.
|
During
2006, we paid Mr. Langberg a $400,000 performance bonus, consulting fees of
$139,353 (including $4,353 in consulting fees he earned in 2005) and termination
fees of $45,000. We also paid $27,496 in health insurance and benefits on his
behalf. In connection with the warrant we agreed to issue to Mr. Langberg on
December 20, 2006, we recognized a $60,439 compensation expense for financial
statement reporting purposes for the fiscal year ended December 31, 2006 in
accordance with FAS 123(R). (On an accrual basis, our audited financial
statements for the fiscal year ended December 31, 2006 reflect a $400,000
performance bonus, $135,000 in consulting fees, $235,000 in termination fees,
a
$60,439 compensation expense for the warrant, and $27,496 in health insurance
and benefits.) Mr. Langberg received no compensation as a member of the board
of
directors in 2006. (We also paid rent to an entity controlled by Mr. Langberg
as
described below under “Office Space.”)
Office
Space
In
October 2004, our predecessor corporation began sharing office space in New
York
City with other affiliated companies under a sublease with Xethanol Management
Services, LLC, a single member limited liability company controlled by Mr.
Langberg. Under this arrangement as amended pursuant to the December 20, 2006
agreement with Mr. Langberg described above, we paid approximately $17,000
per
month, plus reimbursements of other costs, in sublease payments on a
month-to-month basis. Total payments under the sublease were $108,530 in 2008;
$216,964 for the year ended December 31, 2007; and $132,043 for the year ended
December 31, 2006. We vacated the New York City office on August 31, 2008 and
are no longer making sublease payments.
Agreements
with Northeast Securities, Inc.
William
P. Behrens, a director, served from October 2001 until September 2008 as the
Vice Chairman of Northeast Securities, Inc., a multi-line financial services
firm serving both institutional and individual clients. Under a placement agent
agreement dated as of February 22, 2006 between Northeast and us, Northeast
acted as our placement agent in connection with the private offering of our
common stock and warrants to purchase common stock consummated on April 13,
2006. In consideration of Northeast’s services, on April 13, 2006 we paid
Northeast $1,928,397 in cash and issued to Northeast and its designees warrants
to purchase 606,938 shares of our common stock at an exercise price $4.50 per
share, exercisable at any time until April 12, 2009. We issued warrants to
purchase 35,000 shares of common stock to Mr. Behrens as a designee of
Northeast. The warrants may be exercised on a “cashless” basis at any time and
are otherwise exercisable on the same terms and conditions as, and are entitled
to registration rights on the same terms as, the warrants issued to the
investors in the April 2006 private placement. (Mr. Behrens also acquired in
the
private offering 22,223 shares of common stock, 4,445 Series A warrants and
2,223 Series B warrants on the same terms as the other investors in the private
offering.)
On
October 1, 2006, we entered into an advisory agreement with Northeast under
which Northeast agreed, on a non-exclusive basis, to assist us in various
corporate matters including advice relating to general capital raising, mergers
and acquisition matters, recommendations relating to business operations and
strategic planning. In consideration of these services, we agreed to pay
Northeast an advisory fee of $10,000 per month during the term of the agreement
and to reimburse Northeast for all necessary and reasonable out-of-pocket costs
and expenses it incurred in the performance of its obligations under the
agreement. The scheduled term of the agreement was one year, subject to earlier
termination by us in the event of a material breach by Northeast of any of
its
obligations under the agreement. The agreement provided that if, within twelve
months after the termination of the agreement, we either (a) consummate a
financing transaction with any investor that Northeast introduced to us before
the termination or (b) enter into a definitive agreement to consummate a
financing transaction with any such investor and the financing transaction
is
consummated within six months thereafter, then we are obligated to pay Northeast
a cash fee in line with industry standard rates (the “tail provision”). In the
agreement, we also agreed to indemnify Northeast against any losses, claims,
damages and liabilities it may incur as a result of its engagement as an advisor
under the agreement, other than losses, claims, damages and liabilities
resulting solely from Northeast’s gross negligence or willful misconduct. In May
2007, we informally amended our agreement with Northeast to eliminate the
advisory fee of $10,000 per month, although Northeast continued to perform
advisory services for us. On July 25, 2007, we formally agreed with Northeast
to
terminate the agreement, including the tail provision.
AUDIT
COMMITTEE REPORT
Our
audit
committee of the board of directors operates under a written charter adopted
by
our board of directors, which is available on our website at www.gnhgroup.com.
The audit committee is responsible for providing oversight of the independent
audit process and the independent auditors, reviewing our financial statements
and financial statements of our subsidiaries and discussing them with management
and the independent auditors, reviewing and discussing with management and
the
independent auditors the adequacy and effectiveness of our internal accounting
and disclosure controls and procedures, and providing legal and regulatory
compliance and ethics programs oversight. The audit committee communicates
regularly with our management, including our Chief Financial Officer, and with
our auditors. The audit committee is also responsible for conducting an
appropriate review of and pre-approving all related person transactions in
accordance with the NYSE Alternext US listing standards, and evaluating the
effectiveness of the audit committee charter at least annually.
To
comply
with the Sarbanes-Oxley Act of 2002, our audit committee adopted a policy that
pre-approves specified audit and tax-related services to be provided by our
independent auditors. The policy forbids our independent auditors from providing
the services enumerated in Section 201(a) of the Sarbanes-Oxley Act of 2002.
In
performing all of these functions, the audit committee acts only in an oversight
capacity. The audit committee reviews our quarterly reporting on Form 10-Q
and
annual reporting on Form 10-K prior to filing with the SEC. In its oversight
role, the audit committee relies on the work and assurances of our management,
which has the primary responsibility for financial statements and reports,
and
of the independent auditors, who, in their report, express an opinion on the
conformity of our annual financial statements to generally accepted accounting
principles.
The
audit
committee has discussed with Imowitz Koenig & Co., LLP, our independent
registered public accounting firm, on the matters required by statement on
Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol.
1, AU
section 380), as adopted by the Public Company Accounting Oversight Board in
Rule 3200T. The audit committee has received the written disclosures and the
letter from the independent accountant required by applicable requirements
of
the Public Company Accounting Oversight Board regarding the independent
accountant’s communications with the audit committee concerning independence,
and it has discussed with the independent accountant the independent
accountant’s independence from the company and our management. The audit
committee reported its findings to our board of directors.
Based
on
the reviews and discussions referred to above, the audit committee recommended
to our board of directors that the audited financial statements be included
in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2007
for
filing with the SEC. A copy of our Annual Report on Form 10-K is part of the
annual report to stockholders enclosed with these proxy materials.
The
audit
committee’s report shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, except to
the
extent that we specifically incorporate the information contained in the report
by reference, and it shall not be deemed filed under such acts.
|
|
THE
AUDIT COMMITTEE
Gil
Boosidan, Chair
Robert
L. Franklin
Edwin
L. Klett
|
RATIFICATION
OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Our
audit
committee has selected Imowitz Koenig
&
Co., LLP
as
our
independent registered public accounting firm for the fiscal year ending
December 31, 2008, and our board of directors has further directed that
management should submit the appointment of the independent registered public
accounting firm for ratification by the stockholders at the annual meeting.
Imowitz Koenig has audited our financial statements since February 2, 2005.
Imowitz Koenig audited the financial statements of our predecessor Xethanol
Corporation from January 24, 2000 (inception) through February 2, 2005. A
representative of Imowitz Koenig is expected to be present at the annual meeting
to make a statement, if he or she so desires, and to answer any appropriate
questions.
During
our most recent two fiscal years, there were no disagreements with Imowitz
Koenig on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Imowitz Koenig, would have caused Imowitz Koenig to
make
reference to the subject matter of the disagreements in connection with its
respective reports. Imowitz Koenig’s report on the financial statements for the
two fiscal years ended December 31, 2006 and 2007 did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles. During our most recent two
fiscal years, there were no “reportable events” as such term is described in
Item 304 (a)(1)(v) of Regulation of S-K.
Stockholder
ratification of the appointment of Imowitz Koenig as our independent registered
public accounting firm is not required by our bylaws or other governing
documents. Even if the stockholders do ratify the appointment, our audit
committee in its discretion may direct the appointment of a different
independent registered public accounting firm at any time during the year if
it
believes that such a change would be in the best interest of us and our
stockholders.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF IMOWITZ KOENIG & CO., LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
Fees
of Independent Registered Public Accounting Firm
The
following table shows the fees accrued for audit and other services provided
by
Imowitz Koenig for the years ended December 31, 2007 and 2006.
|
Year
|
|
Audit
Fees (1)
|
|
Audit-Related
Fees
(2)
|
|
Tax
Fees (3)
|
|
All
Other Fees
|
|
Total
Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
$
|
238,227
|
|
$
|
89,057
|
|
$
|
92,394
|
|
|
-
|
|
$
|
419,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
$
|
338,246
|
|
$
|
81,690
|
|
$
|
64,175
|
|
|
-
|
|
$
|
484,111
|
|
___________________________
|
(1)
|
“Audit
Fees” consist of fees for professional services provided in connection
with the audit of our financial statements and review of our quarterly
financial statements and audit services provided in connection with
other
statutory or regulatory filings.
|
|
(2)
|
“Audit
Related Fees” consist of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review
of
our financial statements and are not reported under “Audit Fees.” During
2007 and 2006, these fees primarily related to accounting research
in
connection with our registration statements on Form SB-2 and our
current
reports on Form 8-K that we filed with the SEC.
|
|
(3)
|
“Tax
Fees” consist of fees associated with tax compliance, including tax return
preparation.
|
Pre-Approval
Policies and Procedures
Applicable
SEC rules require the audit committee of our board of directors to pre-approve
audit and non-audit services provided by Imowitz Koenig, our independent
registered public accounting firm. On November 28, 2005, our audit committee
began pre-approving all services by Imowitz Koenig and has pre-approved all
new
services since that time.
The
audit
committee pre-approves all audit and non-audit services to be performed for
us
by our independent registered public accounting firm. The audit committee does
not delegate its responsibilities under the Exchange Act to our management.
The
audit committee has determined that the rendering of the services other than
audit services by Imowitz Koenig is compatible with maintaining Imowitz Koenig’s
independence.
Our
board
of directors, at the time of the preparation of this proxy statement, knows
of
no business to come before the annual meeting other than those referred to
in
this proxy statement. If any other business properly comes before the annual
meeting, the person named in the enclosed proxy will have discretionary
authority to vote all proxies in accordance with his best judgment.
|
|
By
Order of the Board of Directors,
/s/
Romilos Papadopoulos
Romilos
Papadopoulos
Secretary
|
Atlanta,
Georgia
November
10, 2008
GLOBAL
ENERGY HOLDINGS GROUP, INC.
3348
Peachtree Road NE
Tower
Place
Building 200, Suite 250
Atlanta,
GA
30326
PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL
MEETING OF STOCKHOLDERS,
DECEMBER
11,
2008
The
stockholder(s)
who sign this proxy card on the reverse side appoint David R. Ames and Romilos
Papadopoulos, and each of them, as proxies, with full power of substitution,
for
and in their name(s), to vote all shares of common stock of Global Energy
Holdings Group, Inc. (formerly named Xethanol Corporation) that such person(s)
hold of record at the annual meeting of stockholders to be held on Thursday,
December 11, 2008, at 9:00 a.m., E.S.T., at the company’s headquarters building
at 3348 Peachtree Road NE, Tower Place Building 200, First Floor, Atlanta,
Georgia and at any adjournment of the meeting. The signing stockholder(s)
acknowledge receipt of the Notice of Annual Meeting and Proxy Statement and
direct the proxies to vote as follows on the matters described in the
accompanying Notice of Annual Meeting and Proxy Statement and otherwise in
their
discretion on any other business that may properly come before, and matters
incident to the conduct of, the meeting or any adjournment of it, as provided
in
the Proxy Statement.
(Continued
and to be signed on the reverse side)
Global Energy (AMEX:GNH)
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