UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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:
x
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material Pursuant to §240.14a-12

New Generation Biofuels Holdings, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
   
        
 
(2)
Aggregate number of securities to which transaction applies:
   
    
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   
      
 
(4)
Proposed maximum aggregate value of transaction:
   
     
 
(5)
Total fee paid:
   
    
o
Fee paid previously with preliminary materials.
o
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.
 
(1)
Amount Previously Paid:
   
    
 
(2)
Form, Schedule or Registration Statement No.:
   
      
 
(3)
Filing Party:
   
      
 
(4)
Date Filed:
   
          
 
 

NEW GENERATION BIOFUELS HOLDINGS, INC.
5850 Waterloo Road - Suite 140
Columbia, MD 21045
  
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholders:

On behalf of the Board of Directors of New Generation Biofuels Holdings, Inc., it is my pleasure to invite you to our 2010 Annual Meeting of Shareholders. The annual meeting of shareholders will be held on Thursday, July 8, 2010, at 9:00 a.m., Eastern Time, at the 5850 Waterloo Road, Suite 140, Columbia, MD 21045. The annual meeting has been called:
 
 
1.
To elect the five nominees named in the attached proxy statement as directors to serve on our Board of Directors for a one-year term ending at next year’s annual meeting;
 
 
2.
To ratify the appointment of Reznick Group, P.C. as our independent registered public accounting firm for 2010;
 
 
3.
To amend the Company’s Omnibus Incentive Plan to increase the number of shares of common stock available for issuance under the plan from 6,400,000 to 10,000,000;
 
 
4.
For purposes of complying with Nasdaq Marketplace Rules 5635(b) and 5635(d) in connection with the potential issuance of securities to a potential strategic partner from China, Regent Trend Investment Ltd., pursuant to a non-binding Memorandum of Understanding, authorize the Company to issue up to 25,000,000 shares of common stock (including preferred stock, options, warrants, convertible debt or other securities exercisable for or convertible into common stock) for aggregate consideration of not more than $20,000,000 in cash and at a price not less than 80% of the market price of the Company’s common stock at the time of issuance, but not less than $0.80 per share, with such issuances to occur, if at all, within the three month period commencing on the date of the approval of this proposal by the Company’s shareholders, and upon such terms as the Board of Directors shall deem to be in the best interests of the Company;
 
 
5.
For purposes of complying with Nasdaq Marketplace Rule 5635(d) in connection with one or more capital raising transactions, authorize the Company to issue up to 10,000,000 shares of common stock (including preferred stock, options, warrants, convertible debt or other securities exercisable for or convertible into common stock) for aggregate consideration of not more than $15,000,000 in cash and at a price not less than 80% of the market price of the Company’s common stock at the time of issuance, with such issuances to occur, if at all, within the three month period commencing on the date of the approval of this proposal by the Company’s shareholders, and upon such terms as the Board of Directors shall deem to be in the best interests of the Company; and
 
 
6.
Consideration of any other business properly brought before the meeting, or any adjournment or postponement.

Shareholders of record at the close of business on May 24, 2010 are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement.

This proxy statement and the enclosed proxy card are first being mailed to our shareholders on or about ________, 2010.

 
By Order of the Board of Directors,
   
 
 
Cary J. Claiborne
 
President and Chief Executive Officer

Dated: ________, 2010

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY TELEPHONE OR OVER THE INTERNET AS DESCRIBED IN THIS NOTICE AS PROMPTLY AS POSSIBLE.  YOU ALSO MAY SUBMIT YOUR VOTE BY MAIL IF YOU PREFER, ALTHOUGH WE ENCOURAGE YOU TO VOTE BY TELEPHONE OR OVER THE INTERNET TO HELP SAVE THE COMPANY ON PRINTING COSTS AND POSTAGE FEES.

 
 
 


   
Page
     
QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND VOTING
 
1
PROPOSALS REQUIRING YOUR VOTE
 
 
Proposal 1:  
Election of Directors
 
7
Proposal 2:
Ratification of the Appointment Independent Registered Public Accounting Firm
 
9
Proposal 3:
Amendment of the Omnibus Incentive Plan
 
11
Proposal 4:
Approval of Private Placement with Proposed Strategic Partner in Accordance with Nasdaq Marketplace Rules 5635(b) and 5635(d)
 
18
Proposal 5:
Authorization of the Company to Issue Common Stock or Securities Convertible into Common Stock in Connection with Capital Raising Transactions, in Accordance with Nasdaq Marketplace Rule 5635(d)
 
22
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS
 
25
Independence of the Board of Directors
 
25
Meetings of the Board of Directors
 
25
Committees of the Board of Directors
 
25
Audit Committee
 
26
Report of the Audit Committee
 
26
Compensation Committee
 
27
Nominating Committee
 
27
Communications with Board of Directors
 
28
Code of Business Conduct and Ethics
 
29
EXECUTIVE OFFICERS
 
30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
32
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
34
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
 
35
TRANSACTIONS WITH RELATED PARTIES
 
36
EXECUTIVE COMPENSATION
 
38
DIRECTOR COMPENSATION
 
43
HOUSEHOLDING OF PROXY MATERIALS
 
44
OTHER MATTERS
 
44

 
 
 


NEW GENERATION BIOFUELS HOLDINGS, INC.
5850 Waterloo Road - Suite 140
Columbia, MD 21045
 
PROXY STATEMENT
FOR THE 2010 ANNUAL MEETING OF SHAREHOLDERS
To Be Held On July 8, 2010  
 
QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND VOTING

Why am I receiving these materials?

You are receiving this proxy statement and the enclosed proxy card because the Board of Directors of New Generation Biofuels Holdings, Inc. (“Company,” “we,” “us,” or “our”) is soliciting your proxy, as the shareholder of record, to vote at the 2010 Annual Meeting of Shareholders. As of May 20, 2010, you are a shareholder of record because you own shares of our common stock, our Series A Cumulative Convertible Preferred Stock (“Series A Preferred Stock”) or our Series B Cumulative Convertible Preferred Stock (“Series B Preferred Stock” and collectively with the Series A Preferred Stock, the “Preferred Stock”).

Who may vote at the annual meeting?

Only shareholders of record at the close of business on May 24, 2010 will be entitled to vote at the annual meeting. As of May 24, 2010, there were a total of 38,271,054 shares of common stock and Preferred Stock outstanding and entitled to vote (on an as converted basis), including 35,889,160 shares of common stock, 18,400 shares of Series A Preferred Stock (which are convertible into 582,089 shares of common stock including accrued but unissued dividend shares) and 45,785 shares of Series B Preferred Stock (which are convertible into 1,799,805 shares of common stock including accrued but unissued dividend shares).

Shareholder of Record: Shares Registered in Your Name

If, on May 24, 2010, your shares were registered directly in your name with our transfer agent, Olde Monmouth Stock Transfer Co. Inc., then you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card by mail or vote by proxy over the telephone or the Internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on May 24, 2010, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the 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 to be the shareholder 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 regarding how to vote the shares in your account. In addition, 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, and therefore you are encouraged to have your broker submit a proxy on your behalf.

 
What am I voting on?

There are five matters scheduled for a vote:

 
·
Election of the five director nominees named in this proxy statement;
 
 
·
Ratification of the appointment of Reznick Group, P.C. as our independent registered public accounting firm for 2010;
 
 
·
Amendment of the Company’s Omnibus Incentive Plan to increase the number of shares of common stock available for issuance under the plan from 6,400,000 to 10,000,000;
 
 
·
For purposes of complying with Nasdaq Marketplace Rules 5635(b) and 5635(d) in connection with the potential issuance of securities to a potential strategic partner, authorize the Company to issue up to 25,000,000 shares of common stock (including preferred stock, options, warrants, convertible debt or other securities exercisable for or convertible into common stock) for aggregate consideration of not more than $20,000,000 in cash and at a price not less than 80% of the market price of the Company’s common stock at the time of issuance, but not less than $0.80 per share, with such issuances to occur, if at all, within the three month period commencing on the date of the approval of this proposal by the Company’s shareholders, and upon such terms as the Board of Directors shall deem to be in the best interests of the Company; and
 
 
·
For purposes of complying with Nasdaq Marketplace Rule 5635(d) in connection with one or more capital raising transactions, authorize the Company to issue up to 10,000,000 shares of common stock (including preferred stock, options, warrants, convertible debt or other securities exercisable for or convertible into common stock) for aggregate consideration of not more than $15,000,000 in cash and at a price not less than 80% of the market price of the Company’s common stock at the time of issuance, with such issuances to occur, if at all, within the three month period commencing on the date of the approval of this proposal by the Company shareholders, and upon such terms as the Board of Directors shall deem to be in the best interests of the Company.
 
Will any other matters be voted on?

As of the date of this proxy statement, we do not know of any other matters that will be presented for consideration at the annual meeting other than those matters discussed in this proxy statement. If any other matters properly come before the meeting and call for a shareholder vote, valid proxies will be voted by the holders of the proxies in their own discretion.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

 
·
“FOR” the five director nominees named in this proxy statement;
 
 
·
“FOR” the ratification of the appointment of Reznick Group, P.C. as our independent registered public accounting firm for 2010;
 
 
·
“FOR” the amendment of the Company’s Omnibus Incentive Plan to increase the number of shares of common stock available for issuance under the plan from 6,400,000 to 10,000,000;
 
 
·
“FOR” the proposal to authorize the Company to issue up to 25,000,000 shares of common stock or convertible securities for aggregate consideration of not more than $20,000,000 in cash at a price not less than 80% of the market price at the time of issuance, but not less than $0.80 per share, in accordance with Nasdaq Marketplace Rules and 5635(b) and 5635(d); and
 
 
·
“FOR” the proposal to authorize the Company to issue up to 10,000,000 shares of common stock or convertible securities for aggregate consideration of not more than $15,000,000 in cash at a price not less than 80% of the market price at the time of issuance in accordance with Nasdaq Marketplace Rule 5635(d).
 
 
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Who is paying for this proxy solicitation?

We will bear the cost of soliciting proxies, including preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to directors, officers or other employees for such services.

How many shares must be present to hold the annual meeting?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if shareholders holding at least a majority of the outstanding shares of common stock and Preferred Stock (on an as converted basis) are present at the meeting in person or represented by proxy. The holders of 19,135,528 shares must be present in person or represented by proxy at the meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

How do I vote?

You may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For any other matter to be voted on, you may vote “For” or “Against” or abstain from voting. The procedures for voting are as follows:

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record, you may a) vote in person at the annual meeting, b) vote by proxy using the enclosed proxy card, c) vote by proxy over the telephone, or d) vote by proxy on the Internet. 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 even if you have already voted by proxy.

 
·
To vote in person, come to the annual meeting, and we will give you a ballot when you arrive.
 
 
·
To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct.
 
 
·
To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by 11:59 p.m., Eastern Time on July 7, 2010, to be counted.
 
 
·
To vote on the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by 11:59 p.m., Eastern Time on July 7, 2010, to be counted.

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 and voting instructions to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. To vote in person at the annual meeting, you must obtain a valid proxy 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.

 
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We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

How many votes do I have?

At the annual meeting, holders of our common and Preferred Stock vote together as a single class, on an as converted basis. As of the record date, votes per share on each matter scheduled for a vote are as follows:

 
·
Each share of Preferred Stock is entitled to one vote for each share of common stock issuable upon conversion of the Preferred Stock;
 
 
·
Each share of common stock is entitled to one vote;
 
 
·
Each share of Series A Preferred Stock is entitled to 25 votes, plus additional votes based on accrued but unissued dividends;
 
 
·
Each share of Series B Preferred Stock is entitled to 34 votes plus additional votes based on accrued but unissued dividends.

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” Proposals 1, 2, 3, 4 and 5.  In addition, if any other matter is properly presented at the meeting, your proxyholder (the individuals named on your proxy card) will vote your shares in his own discretion.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the annual meeting. If you are the shareholder of record, you may revoke your proxy in any one of four ways:

 
(1)
You may submit another properly completed proxy card with a later date;
 
 
(2)
You may enter a new vote over the Internet or by telephone by 11:59 p.m., Eastern Time on July 7, 2010;
 
 
(3)
You may send a timely written notice that you are revoking your proxy to New Generation Biofuels Holdings, Inc., 5850 Waterloo Road - Suite 140, Columbia, MD 21045, Attention: Cary J. Claiborne; or
 
 
(4)
You may attend the annual meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How do I vote my shares without attending the annual meeting?

A proxy for use at the annual meeting and a return envelope are enclosed. Shares of our common stock and Preferred Stock (on an as converted basis) represented by a properly executed proxy, if such proxy is received in time and not revoked, will be voted at the annual meeting according to the instructions indicated in the proxy. If no instructions are indicated, the shares will be voted “FOR” approval of each proposal considered at the annual meeting. Discretionary authority is provided in the proxy as to any matters not specifically referred to in the proxy. We are not aware of any other matters that are likely to be brought before the annual meeting. If any other matter is properly presented at the annual meeting for action, the persons named in the accompanying proxy will vote on such matter in their own discretion.

 
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How do I vote my shares in person at the annual meeting?

Even if you plan to attend the annual meeting, we encourage you to vote by signing, dating and returning the enclosed proxy card so your vote will be counted if you are unable to, or later decide not to, attend the annual meeting. If you are a shareholder of record, you may vote in person by marking and signing the ballot to be provided at the annual meeting. If you hold your shares in “street name,” you must obtain a proxy in your name from your bank, broker or other shareholder of record in order to vote by ballot at the annual meeting.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “For” and “Withhold” and, with respect to proposals other than the election of directors, “Against” votes, abstentions and broker non-votes.

What are “broker non-votes”?

Generally, if shares are held in “street name,” the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. Broker-dealers who hold their customers’ shares in “street name” may, under the applicable rules of the exchange and other self-regulatory organizations of which the broker-dealers are members, sign and submit proxies for such shares and may vote such shares on routine matters, which typically include the ratification of the appointment of our independent registered public accounting firm. Under new rules in effect this year, the election of directors is no longer considered “routine.” Broker-dealers may not vote such shares on other “non-routine” matters without specific instructions from the customers who beneficially own such shares. Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Proposal 2 is considered “routine” and Proposals 1, 3, 4 and 5 are considered  “non-routine” under the Nasdaq Marketplace Rules.

How many votes are needed to approve each proposal?

 
·
Election of Directors : Directors will be elected by a plurality of votes cast. Plurality means that the individuals who receive the largest number of “For” votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. Accordingly, the five nominees receiving the most “For” votes will be elected as directors. Under new rules in effect this year, brokers do not have discretionary authority to vote shares on the election of directors without instructions from the beneficial owner. Abstentions and broker non-votes will not affect the outcome of the election of directors.
 
 
·
Ratification of the Appointment of Reznick Group, P.C. : The ratification of Reznick Group, P.C. as our independent registered public accounting firm for 2010 will require the “For” votes cast to exceed the “Against” votes cast. Abstentions are not counted as votes cast and will have no effect on the vote. Similarly, broker non-votes will have no effect on the vote.
 
 
·
Amendment of the Omnibus Incentive Plan : The approval of the amendment to the Omnibus Incentive Plan will require the affirmative vote of the holders of a majority of the votes cast on the proposal. Brokers do not have discretionary authority to vote shares on this proposal without instructions from the beneficial owner. Abstentions and broker non-votes will have no effect on the vote.
 
 
·
Approval of Private Placement with Proposed Strategic Partner in Accordance with Nasdaq Marketplace Rules 5635(b) and 5635(d) : The approval of the authorization will require the affirmative vote of the holders of a majority of the votes cast on the proposal. Abstentions are not counted as votes cast and will have no effect on the vote. Brokers do not have discretionary authority to vote shares on this proposal without instructions from the beneficial owner. Abstentions and broker non-votes will have no effect on the vote.
 
 
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·
Authorization of the Company to Issue Common Stock or Securities Convertible into Common Stock in Connection with Capital Raising Transactions, in Accordance with Nasdaq Marketplace Rule 5635(d) : The approval of the authorization will require the affirmative vote of the holders of a majority of the votes cast on the proposal. Abstentions are not counted as votes cast and will have no effect on the vote. Brokers do not have discretionary authority to vote shares on this proposal without instructions from the beneficial owner. Abstentions and broker non-votes will have no effect on the vote.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting. Preliminary voting results will be disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission no later than four business days after the annual meeting.

When are shareholder proposals due for next year’s annual meeting?

Shareholder proposals for the 2011 Annual Meeting of Shareholders must be received at our principal executive offices by ____________ to be considered timely or to be eligible for inclusion in the proxy materials. A shareholder who wishes to present a proposal at the 2011 annual meeting, but who does not request that the Company solicit proxies for the proposal, must submit the proposal to our principal executive offices by _____________.

How do I obtain an Annual Report on Form 10-K?

A copy of our 2010 annual report on Form 10-K for the year ended December 31, 2009, is enclosed and is also available through our website at www.newgenerationbiofuels.com .

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JULY 8, 2010.

The Proxy Statement and the Annual Report on Form 10-K are available at  www.proxyvote.com .

 
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PROPOSAL 1

ELECTION OF DIRECTORS

Our bylaws provide for no less than one and no more than ten directors. Our board of directors currently consists of five members, each with terms expiring at the 2010 annual meeting. There is currently one vacancy on our board due to the resignation of Lee S. Rosen in May 2010. Each director to be elected will hold office until the next Annual Meeting of Shareholders and until his successor is elected, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently one of our directors and has previously been elected by the shareholders or appointed by our Board of Directors.

Vote Required

Directors are elected by a plurality of the votes. The five nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the five nominees named below. If at the time of the 2010 annual meeting any of the nominees named below is unable to serve, the discretionary authority provided in the proxy will be exercised to vote for the substitute nominee or nominees, if any, as shall be designated by the Board of Directors. Each nominee has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

Our Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE FOLLOWING NOMINEES:

Nominees:

Name
 
Age
 
Position
         
John E. Mack
 
62
 
Chairman of the Board of Directors
         
Cary J. Claiborne
 
49
 
President, Chief Executive Officer and Director
         
David H. Goebel, Jr.
 
50
 
Chief Operating Officer and Director
         
Douglas S. Perry
 
60
 
Director
         
J. Robert Sheppard, Jr.
 
62
 
Director

The following is a brief biography of each nominee for director:

John E. Mack was appointed Chairman of the Board of Directors in May 2010 and has served as a Director since February 2007. Mr. Mack has over 30 years of international banking, financial business management and mergers and acquisitions experience. From November 2002 through September 2005, Mr. Mack served as Senior Managing Executive Officer and Chief Financial Officer of Shinsei Bank, Limited of Tokyo, Japan. Prior to joining Shinsei Bank and for more than twenty-five years Mr. Mack served in senior management positions at Bank of America and its predecessor companies, including twelve years as Corporate Treasurer. Mr. Mack is also a member of the Board of Directors of Flowers National Bank, Incapital Holdings LLC, Wilson TurboPower, and is Vice-Chairman and a director of Islandsbanki hf.  Mr. Mack holds an MBA from the University of Virginia and received his bachelor’s degree in economics from Davidson College.

Cary J. Claiborne has served as our President, Chief Executive Officer and a Director since March 2009 and served as our Chief Financial Officer until March 2010.  Prior to joining New Generation Biofuels in December 2007, Mr. Claiborne served as the Chief Financial Officer of Osiris Therapeutics, a publicly traded biotech company from 2004 to 2007. From 2001 to 2004, Mr. Claiborne was the Vice President, Financial Planning and Analysis at Constellation Energy. Mr. Claiborne earned an MBA in Finance from Villanova University and a BA in business administration from Rutgers University.

 
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David H. Goebel, Jr. has served as Director since May 2010 and as our Chief Operating Officer since July 2009. Mr. Goebel previously served as our Vice President of Global Sourcing and Supply Chain since September 2007 and previously worked at MeadWestvaco, a packaging solutions and products company, as the acting Vice President of Supply Chain/Director of Customer Service. He was responsible for redesigning the corporate order-to-cash processes, strategizing organizational and process changes in capacity planning, demand forecasting, inventory management/ operations, logistics/distribution, and customer service. Additionally, for nearly 20 years, Mr. Goebel worked at ExxonMobil and its predecessor, Mobil Corporation, in many different leadership capacities including manufacturing, engineering, supply chain, operations, marketing, and sales. Mr. Goebel holds a bachelor of science degree in microbiology from University of Minnesota along with graduate studies at both the University of Texas at Dallas and Northeastern University.

Douglas S. Perry has served as a Director since March 2010.  Mr. Perry   is currently, and since 2005 has been, President of Davenport Power LLC, a privately-held developer of geothermal power projects.  Since January 1, 2010, Mr. Perry has been President and Chief Executive Officer of Davenport Newberry Holdings LLC.  From 2003 to 2005, Mr. Perry was a consultant working with start-up companies and projects to develop technology verification and commercialization strategies, improve business operations and obtain funding.  Before that he spent 20 years at Constellation Energy Group, including as President of Constellation Power Development and Vice President and General Counsel for Constellation Holdings, the holding company for various businesses including real estate, financial investments and power plant acquisition, development and operation. Prior to working at Constellation, Mr. Perry held legal positions, including serving as Special Counsel/Attorney with the Securities and Exchange Commission’s Divisions of Corporation Finance and Enforcement.  Mr. Perry holds an engineering degree and an MBA from Duke University and law degrees from Emory University and Georgetown University.

J. Robert Sheppard, Jr. has served as a Director since August 2007. Mr. Sheppard has been the Managing Director of J.R. Sheppard & Company LLC, a consulting firm, since 2002. One of Mr. Sheppard’s current assignments, initiated by the Infrastructure Experts Group, an organization formed under the auspices of the United Nations (UN), is to arrange capital markets financing for up to two developing-country infrastructure projects as part of a Demonstration Project financed by the Swiss Agency for Cooperation and Development.  He is also working currently as a consultant to the United Nations, as an advisor to an agency of the U.S. Government, and as the financial advisor to a U.S. firm that has developed a new technology for treating fly ash.  In his capacity as Managing Director, Mr. Sheppard has also worked as a consultant for The World Bank on projects including advising on structures to mitigate foreign exchange risk for electric power and water projects in developing countries and concerning application of partial risk guarantees in the transport sector and local capital markets financing for infrastructure. He is also an adjunct professor of finance at the University of South Carolina and an instructor in the Global Infrastructure Forum at Stanford University.  Mr. Sheppard holds a JD and an MBA from the University of North Carolina at Chapel Hill. He is a member of the North Carolina Bar and was a member of the Task Force on US Participation in Multilateral Development Banks, as well as the Financing Project Advisory Committee for the North Carolina Alternative Energy Corporation.

 
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed Reznick Group, P.C. (“Reznick Group”) as our independent registered public accounting firm for 2010, and has further directed that management submit the selection of independent auditors for ratification by the shareholders at the annual meeting. Reznick Group has been our principal independent registered public accounting firm since October 16, 2009.  Prior to October 16, 2009, Imowitz Koenig & Co., LLP (“Imowitz”) was our principal independent registered public accounting firm. Representatives of Reznick Group are expected to be present by telephone or in person at the 2010 annual meeting. The representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Shareholder ratification of the selection of Reznick Group as our independent registered public accounting firm is not required by law, our bylaws or other governing documents. However, the Audit Committee is submitting the appointment of Reznick Group to the shareholders for ratification as a best corporate practice. If the shareholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain Reznick Group. Even if the appointment is ratified, the Audit Committee in its discretion may appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of our company and our shareholders.

As previously reported in a Current Report on Form 8-K filed with the SEC, on October 16, 2009, Imowitz resigned as our independent registered public accounting firm, and the Audit Committee approved the engagement of  Reznick Group as our new independent registered public accounting firm, effective immediately. Imowitz resigned as our certifying accountant because the firm decided to exit the business of providing audit services to publicly traded companies.  Imowitz’s reports on our consolidated financial statements for the years ended December 31, 2008 and December 31, 2007 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Imowitz’s report for the year ended December 31, 2008 included a paragraph regarding uncertainty about our ability to continue as a going concern. In connection with its audits for the years ended December 31, 2008 and December 31, 2007 and for subsequent interim periods through October 16, 2009, there were (1) no disagreements between us and Imowitz on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Imowitz’s satisfaction, would have caused Imowitz to make reference to the subject matter of such disagreements in connection with the issuance of its reports on our financial statements and (2) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

Vote Required

The ratification of Reznick Group as our independent registered public accounting firm for 2010 will require the “For” votes cast to exceed the “Against” votes cast at the annual meeting.

Our Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF REZNICK GROUP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.

 
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

During the years ended December 31, 2009 and 2008, we were billed or expect to be billed by Reznick Group, P.C., our independent registered public accounting firm, and Imowitz Koenig & Co., our former independent registered public accounting firm, the following fees:
 
   
2009
   
2008
 
Audit Fees (1)
  $ 235,775     $ 235,000  
Audit-Related Fees (2)
    95,092       96,996  
Tax Fees (3)
    24,194       10,685  
All Other Fees (4)
    13,525       -  
Total
  $ 368,586     $ 342,681  
 
(1)
Audit fees principally include those for services related to the annual audit of the consolidated financials statements, SEC registration statements and other filings and consultation on accounting matters.

(2)
Audit-related fees principally include assurance and related services that were reasonably related to the performance of our independent registered public accounting firm’s assurance and review of the financial statements and not reported under the caption “Audit Fees.”

(3)
Tax fees principally include services for federal, state and international tax compliance, tax planning and tax consultation, but excluding tax services rendered in connection with the audit.

(4)
Our independent registered public accounting firm did not perform any services for us other than those described above.

Audit Committee’s Pre-Approval Policies and Procedures

The Audit Committee has not adopted procedures for the pre-approval of all audit and non-audit services rendered by our independent registered public accounting firm, Reznick Group. Our Audit Committee Charter provides that the Audit Committee may adopt pre-approval policies and procedures to avoid the need of the Audit Committee approval of services on an engagement-by-engagement basis. The policies and procedures must be detailed as to the particular service and may not involve a delegation of pre-approval responsibility to management.

All of the services set forth under the table “Independent Registered Accounting Firm Fees and Services” above were approved by the Audit Committee.

In connection with the audits of our financial statements for the years ended December 31, 2009 and 2008, there were no disagreements with either Reznick Group or Imowitz, respectively, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, that would have caused either firm to report the disagreement if it had not been resolved to their satisfaction.

 
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AMENDMENT TO THE OMNIBUS INCENTIVE PLAN

Description of Proposed Amendment

On February 24, 2010, our Board of Directors approved, subject to shareholder approval, an amendment to the Omnibus Incentive Plan (the “Plan”) to increase the number of shares reserved for issuance under the Plan from 6,400,000 to 10,000,000 shares.  Other than this increase in the number of shares reserved for issuance and the increase approved by the shareholders in May 2009, all other provisions of the Plan will remain the same as adopted in October 2007 by our Board of Directors and in November 2007 by our shareholders.

The Board of Directors believes that the proposed increase in the number of shares reserved for issuance under the Plan is in the best interests of the Company and its shareholders, consistent with our compensation strategy and essential to our continued success. As a small cap, emerging growth public company, we rely significantly on equity incentives to attract, motivate and retain executive officers and engineering, marketing, sales and other personnel. The Board may use the proposed increase to grant equity incentives to Cary J. Claiborne, our Chief Executive Officer, as well as other employees. Equity awards are a particularly important component of our compensation mix because they align the interests of our employees with those of our shareholders and allow us to conserve cash for other uses.

As of May 18, 2010, there were 372,610 shares available for issuance under the Plan, which substantially limits our ability to issue equity to existing employees or potential new hires or to implement any further employee compensation shifts to equity to conserve cash.    Including the proposed increase in the shares available under the Plan, total employee stock awards as of May 18, 2010 totaled 18.7% (10.6% on a fully diluted basis) of our outstanding common stock either issued or reserved, as compared to 36% of our outstanding common stock (29% on a fully diluted basis) in November 2007.

A portion of the compensatory grants made in 2009 and 2010 by our Compensation Committee are subject to shareholder approval of this Proposal 3, including the following:

 
·
Options to purchase 100,000 shares at an exercise price of $0.73 per share to Dane R. Saglio, our Chief Financial Officer, pursuant to his employment agreement entered into in March 2010;