Xethanol Corp - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
16 Janeiro 2008 - 8:19PM
Edgar (US Regulatory)
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
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by
the Registrant
x
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by
a Party other than the Registrant
o
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appropriate box:
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Preliminary
proxy statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
proxy statement
|
x
|
Definitive
Additional Materials
|
o
|
Soliciting
Material under Rule 14a-12
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Xethanol
Corporation
(Name
of
Registrant as Specified In Its Charter)
______________________________________________
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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of each class of securities to which transaction
applies:
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Aggregate
number of securities to which transaction
applies:
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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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transaction:
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previously. Identify the previous filing by registration statement
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______________________________________
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______________________________________
Supplement
dated January 16, 2008 to Proxy Statement dated December 27,
2007
1185
Avenue of the Americas, 20th
Floor
New
York, NY 10036
January
16, 2008
Background
As
explained in our proxy statement dated December 27, 2007, we are holding
our
annual meeting of stockholders on Tuesday, January 22, 2008, at 1:00 p.m.,
Eastern Standard Time, at our headquarters located at 1185 Avenue of the
Americas, 20th Floor, New York, New York.
At
this
year’s meeting, we are asking our stockholders to elect six directors; to
approve an amendment to our 2005 Incentive Compensation Plan to increase
the
number of shares of common stock available for issuance under the plan from
4,000,000 to 6,500,000; and to ratify the appointment of Imowitz Koenig &
Co., LLP as our independent registered public accounting firm for
2007.
Error
in Voting Instructions
We
are
providing this supplement to correct an error in the proxy statement’s
explanation of the voting rules that apply to the vote on Proposal No. 2
- the
amendment to our 2005 Incentive Compensation 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 error relates to the description of how “broker non-votes” are
treated, and it is only an issue if your stockbroker, bank or other custodian
(broker) holds your shares as your nominee (that is, in “street
name”).
As
background, brokers that have not received voting instructions from their
clients can vote their clients’ shares on some “routine” proposals (such as
director elections), but they cannot vote those share on “non-routine” proposals
like Proposal No. 2. If a stockholder fails to give voting instructions to
his
or her broker on Proposal No. 2, then the broker will indicate on the proxy
that
the broker does not have discretionary authority to vote those shares on
Proposal No. 2, and those shares will be treated as “broker non-votes” on that
proposal. To be approved, Proposal No. 2 must receive “FOR” votes from the
majority of the shares of common stock present either in person or by proxy
and
entitled to vote on the matter at the annual meeting. Because shares treated
as
“broker non-votes” are not entitled to vote on Proposal No. 2, they will have no
effect on the vote on that proposal. (The December 27, 2007 proxy statement
erroneously stated that a broker non-vote would have the same effect as a
vote
“AGAINST” the proposal.) Shares represented by broker non-votes will be counted
in determining whether there is a quorum.
Annual
Meeting of Stockholders on January 22
We
plan
to convene the
annual
meeting of stockholders as planned on January 22
,
and we
will meet with and make a presentation to our stockholders that day. At the
meeting, our Chief Executive Officer will adjourn the meeting and announce
that
the meeting will be reconvened on February 12, 2008, at 1:00 p.m., Eastern
Standard Time, at our headquarters located at 1185 Avenue of the Americas,
20th
Floor, New York, New York. At the reconvened meeting, we will open and close
the
polls and announce the results of the voting on all three proposals. At the
reconvened meeting in February, there will be no further presentations by
management, and we do not expect to conduct any business other than concluding
the voting on the proposals. The purpose of adjourning the meeting and
reconvening it on February 12 is to make sure our stockholders have an adequate
opportunity to consider the corrected rules. If your shares are held in street
name with a broker, we encourage you to contact your broker to provide
instructions to vote your shares.