UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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| AEMETIS, INC. |
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 2018
April 3, 2018
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of Aemetis, Inc. (the “Company,” “we” or “our”), which will be held at the offices of Shearman & Sterling LLP, 1460 El Camino Real, Floor 2, Menlo Park, California 94025, on Thursday, May 17, 2018, at 1:00 p.m. (Pacific Time).
We discuss the matters to be acted upon at the meeting in more detail in the attached Notice of Annual Meeting and Proxy Statement. There are two specific items for which you are being asked to vote:
- To elect one member of the Board of Directors to hold office for a three-year term, until his successor is duly elected and qualified; and,
- To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.
We hope that you can attend the Annual Meeting. You may be requested to present valid, government-issued photo identification to gain admission to the Annual Meeting. Whether or not you plan to attend, you can be sure that your shares are represented at the meeting by promptly voting by one of the methods provided. Any stockholder of record attending the Annual Meeting may vote in person, even if that stockholder has returned a proxy or voted by telephone or the Internet. Your vote is important, whether you own a few shares or many.
If you have questions concerning the Annual Meeting or your stock ownership, please call our Corporate Secretary, Todd Waltz, at (408) 213-0940. Thank you for your continued support of Aemetis, Inc.
Very truly yours,
/s/ Eric A. McAfee
Eric A. McAfee
Chief Executive Officer
This document is dated April 3, 2018 and is being first mailed to stockholders of Aemetis, Inc. on or about April 7, 2018.
20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014
Tel.: (408) 213-0940 Fax: (408) 252-8044
www.aemetis.com
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 2018
April 3, 2018
To the Stockholders of
AEMETIS, INC.:
NOTICE IS HEREBY given that the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Aemetis, Inc. (the “Company” or “Aemetis”) will be held at the offices of Shearman & Sterling LLP, 1460 El Camino Real, Floor 2, Menlo Park, California 94025 on Thursday, May 17, 2018 at 1:00 p.m. (Pacific Time) for the following purposes:
1) To elect one member of the Board of Directors to hold office for a three-year term, until his successor is duly elected and qualified;
2) To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and
3) To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on March 26, 2018 as the record date for determining the stockholders entitled to receive notice of, and to vote at, the Annual Meeting and any adjournment thereof. A complete list of such stockholders will be available at the Company’s executive offices at 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014, for ten days before the Annual Meeting.
Our Board of Directors recommends that you vote:
-
“FOR” the individual nominated for election to the Board of Directors; and,
-
“FOR” ratification of RSM US LLP as our independent registered public accounting firm for fiscal year 2018.
We are pleased to take advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) instead of a paper copy of this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Annual Report”). The Internet Availability Notice contains instructions on how to access those documents over the Internet. The Internet Availability Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, our 2017 Annual Report and a form of proxy card or voting instruction card, as applicable. We believe that this process will reduce the costs of printing and distributing our proxy materials and also provides other benefits.
You are encouraged to vote by following the instructions included in this proxy statement or by following the instructions detailed in the Internet Availability Notice, as applicable. If you are able to attend the Annual Meeting and wish to vote in person, you may do so whether or not you have returned your proxy or voted by telephone or the Internet.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Todd Waltz
Todd Waltz
Corporate Secretary
YOUR VOTE IS IMPORTANT, WHETHER YOU OWN A FEW SHARES OR MANY.
20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014
Tel.: (408) 213-0940 Fax: (408) 252-8044
www.aemetis.com
AEMETIS, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To be held May 17, 2018
TABLE OF CONTENTS
| Page | |
| Information Concerning Solicitation of Proxies and Voting | 1 |
| Board of Directors Meetings and Committees | 7 |
| Director Compensation | 13 |
| Directors’ Outstanding Equity Awards At Fiscal Year End | 14 |
| Proposal 1: Election of Directors | 16 |
| Proposal 2: Ratification of Auditors | 17 |
| Executive Compensation | 18 |
| Employment Contracts And Termination Of Employment And Change-In-Control Arrangements | 21 |
| Equity Compensation Plan | 23 |
| Security Ownership by Certain Beneficial Owners and Management | 25 |
| Section 16(A) Beneficial Ownership Reporting Compliance | 26 |
| Certain Relationships And Related Transactions | 26 |
| Other Matters | 27 |
| Householding | 27 |
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To be held May 17, 2018
INFORMATION CONCERNING SOLICITATION OF PROXIES AND VOTING
General
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Thursday, May 17, 2018, or at any adjournment of the Annual Meeting, for the purposes set forth herein and in the foregoing Notice of Annual Meeting of Stockholders. The Annual Meeting will be held at the offices of Shearman & Sterling LLP, 1460 El Camino Real, Floor 2, Menlo Park, California 94025 on Thursday, May 17, 2018, at 1:00 p.m. (Pacific Time). The 2017 Annual Report is also available from the Company, without charge, upon request made in writing to the Company’s Corporate Secretary at our executive offices at 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014, or online at www.aemetis.com. Your attention is directed to the financial statements and Management’s Discussion and Analysis in such 2017 Annual Report, which provide additional important information concerning the Company. This Proxy Statement, the related proxy card and the 2017 Annual Report are being first mailed to stockholders of Aemetis, Inc. on or about April 7, 2018.
In accordance with the rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide our stockholders access to our proxy materials by providing access to such documents on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) has been mailed to our stockholders. Stockholders that received the Internet Availability Notice have the ability to access the proxy materials, including this proxy statement, our 2017 Annual Report and a form of proxy card or voting instruction card, as applicable, on a website referred to in the Internet Availability Notice or to request that a printed set of the proxy materials be sent to them, by following the instructions in the Internet Availability Notice.
The Internet Availability Notice also provides instructions on how to inform us to send future proxy materials to you by mail. Your election to receive proxy materials by mail will remain in effect until you terminate it.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held
on May 17, 2018
The Notice of Annual Meeting of Stockholders, proxy statement and 2017 Annual Report are available at www.iproxydirect.com/AMTX free of charge.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING
| Q: | What is the purpose of the Annual Meeting? |
| A: | To vote on the following proposals: ● To elect one member of the Board of Directors to hold office for a three-year term. ● To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and ● To transact such other business as may properly come before the meeting and any adjournment or postponement thereof. |
| Q: | What are the Board of Directors’ recommendations? |
| A: | The Board recommends a vote: ● “FOR” the individual nominated for election to the Board of Directors; ● “FOR” ratification of RSM US LLP as our independent registered public accounting firm for fiscal year 2018; and ● “FOR” or “AGAINST” other matters that properly come before the Annual Meeting, as the proxy holders deem advisable. |
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| Q: | Why did I receive an Internet Availability Notice instead of a full set of the proxy materials? |
| A: | We are pleased to take advantage of the SEC rules that allow companies to furnish their proxy materials over the Internet. Accordingly, we sent to our stockholders the Internet Availability Notice regarding Internet availability of the proxy materials for this year’s Annual Meeting. Instructions on how to access the proxy materials over the Internet or to request a paper copy can be found in the Internet Availability Notice. In addition, stockholders may request to receive proxy materials in printed form by mail on an ongoing basis by submitting a request to our Corporate Secretary by telephone at (408) 213-0940, by email at twaltz@aemetis.com, or by writing to: Aemetis, Inc., 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014, Attn.: Corporate Secretary. A stockholder’s election to receive proxy materials by mail will remain in effect until the stockholder terminates it. |
| Q: | Can I vote my shares by filling out and returning the Internet Availability Notice? |
| A: | No. The Internet Availability Notice does, however, provide instructions on how to vote your shares. |
| Q: | Who is entitled to vote at the meeting? |
| A: | Stockholders Entitled to Vote. Stockholders who our records show owned shares of Aemetis, Inc. as of the close of business on March 26, 2018 (the “Record Date”) may vote at the Annual Meeting. On the Record Date, we had a total of 20,222,890 shares of common stock issued and outstanding, which were held of record by 247 stockholders. The stock transfer books will not be closed between the Record Date and the date of the Annual Meeting. As of the Record Date, we had 1,323,394 shares of Series B Preferred Stock, or preferred stock, outstanding, which were held of record by 43 stockholders. Each share of Aemetis, Inc. common stock is entitled to one vote, and each holder of preferred stock is entitled to the number of votes equal to the number of shares of common stock into which the shares of preferred stock held by such holder could be converted as of the Record Date. As of the Record Date, holders of preferred stock are entitled to an aggregate of 132,339 votes (shares of preferred stock outstanding divided by 10 to reflect the reverse stock split) at the Annual Meeting, or one vote for every ten shares of preferred stock. |
Q: | What is the difference between record stockholders and street name stockholders? |
| A: | Registered Stockholders. If your shares are registered directly in your name with Aemetis’ transfer agent, you are considered, with respect to those shares, the stockholder of record, and the Internet Availability Notice is being sent to you by Aemetis, Inc. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote by telephone or the Internet as instructed in the Internet Availability Notice or in person at the Annual Meeting. Street Name Stockholders. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered, with respect to those shares, the beneficial owner of shares held in street name. The Internet Availability Notice is being forwarded to you by your broker or nominee, who is considered, with respect to those shares, the record holder. As the beneficial owner, you have the right to direct your broker or nominee how to vote, and you are also invited to attend the Annual Meeting. However, since you are not the record holder, you may not vote these shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Your broker or nominee will provide a voting instruction card for you to use. |
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| Q: | Can I attend the meeting in person? |
| A: | You are invited to attend the Annual Meeting if you are a registered stockholder or a street name stockholder as of March 26, 2018. You may be requested to present valid, government-issued photo identification, such as a driver’s license or passport, to gain admission to the Annual Meeting. |
| Q: | How can I vote my shares? |
A: | Registered Stockholders: Registered stockholders may vote in person at the Annual Meeting or by one of the following methods: ● By Mail. Complete, sign and date the proxy card and return it in the prepaid envelope provided. ● By Fax. Complete, sign and date the proxy card and fax to 202-521-3464. ● By Internet. Go to https://www.iproxydirect.com/AMTX and follow the instructions. ● By Telephone. Call 1-866-752-VOTE (8683) and follow the instructions. Please note that voting facilities for registered stockholders will close at 11:59 P.M. (Eastern Time) on May 16, 2018. Street Name Stockholders: If your shares are held by a broker, bank or other nominee, you must follow the instructions on the form you receive from your broker, bank or other nominee in order for your shares to be voted. Please follow their instructions carefully. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must request a legal proxy from the bank, broker or other nominee that holds your shares and present that proxy and proof of identification at the Annual Meeting to vote your shares. Based on the instructions provided by the broker, bank or other holder of record of their shares, street name stockholders may generally vote by one of the following methods: ● By Mail. You may vote by signing, dating and returning your voting instruction card in the enclosed pre-addressed envelope; ● By Methods Listed on the Voting Instruction Card. Please refer to your voting instruction card or other information forwarded by your bank, broker or other holder of record to determine whether you may vote by Internet, telephone, mail or fax, and follow the instructions on the voting instruction card or other information provided by the record holder; or ● In Person with a Legal Proxy from the Record Holder. A street name stockholder who wishes to vote at the Annual Meeting will need to obtain a legal proxy from his or her bank or brokerage firm. Please consult the voting instruction card sent to you by your bank or broker to determine how to obtain a legal proxy in order to vote in person at the Annual Meeting. |
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| Q: | If I sign a proxy, how will it be voted? |
| A: | When proxies are properly delivered, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. However, if no specific instructions are given, the shares will be voted in accordance with the above recommendations of our Board of Directors. If any matters not described in the proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I change my vote?” |
| Q: | What should I do if I get more than one set of voting materials? |
| A: | Stockholders may receive more than one set of voting materials, including multiple Internet Availability Notices or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive a separate voting instruction card for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one Internet Availability Notice. You should vote in accordance with the instructions in each Internet Availability Notice and voting instruction card you receive relating to our Annual Meeting to ensure that all of your shares are voted. |
| Q: | Can I change my vote? |
| A: | Registered Stockholders: You may change your vote at any time prior to the vote at the Annual Meeting. To revoke your proxy instructions and change your vote if you are a holder of record, you must (i) attend the Annual Meeting and vote your shares in person, (ii) advise Todd Waltz, the Company’s Corporate Secretary, at our principal executive office in writing before the proxy holders vote your shares, or (iii) deliver later dated proxy instructions in one of the manners authorized and described in this proxy statement (such as via the Internet or by telephone). Street Name Stockholders: If you hold your shares through a broker, bank or other nominee, please follow the instructions provided by your broker, bank or other nominee as to how you may change your vote or obtain a “legal proxy” to vote your shares if you wish to cast your vote in person at the Annual Meeting. |
| Q: | What happens if I decide to attend the Annual Meeting but I have already voted or submitted a proxy covering my shares? |
| A: | You may attend the meeting and vote in person even if you have already voted or submitted a proxy. Please be aware that attendance at the Annual Meeting will not, by itself, revoke a proxy. If a bank, broker or other nominee holds your shares and you wish to attend the Annual Meeting and vote in person, you must obtain a “legal proxy” from the record holder of the shares giving you the right to vote the shares. |
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| Q: | What is the voting requirement to approve each of the proposals? |
| A: | ● Proposal No. 1: Directors are elected by a plurality vote. The nominee for director who receives the most votes cast in his favor will be elected to serve as director. ● Proposal No. 2: Must be approved by the affirmative vote of a majority of the shares entitled to vote and present in person or represented by proxy at the Annual Meeting. |
| Q: | What are “broker non-votes?” |
| A: | A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on "routine" matters. Where a proposal is not "routine," a broker who has not received instructions from its clients does not have discretion to vote its clients' uninstructed shares on that proposal. At our Annual Meeting, the Company believes that only Proposal No. 2 (ratifying the appointment of our independent registered public accounting firm) is considered a routine item. This means that brokers may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions. Brokers who have not been furnished voting instructions from their clients will not be authorized to vote in their discretion on the “non-routine” matter found in Proposal No. 1. Accordingly, for beneficial stockholders, if you do not give your broker specific instructions, your shares may not be voted on such proposal. |
| Q: | How are abstentions and broker non-votes counted? |
| A: | Abstentions and broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting and will be counted for purposes of determining whether proposals requiring approval by the affirmative vote of a majority of the shares entitled to vote thereon or the affirmative vote of a majority of the shares entitled to vote and present in person or represented by proxy at the Annual Meeting. Thus, an abstention or broker non-vote will have no effect on Proposal 1 and an abstention will be counted as a vote “AGAINST” Proposal 2. |
| Q: | What constitutes a quorum? |
| A: | The Annual Meeting will be held if a majority of the outstanding voting power of the Company, which includes shares of common stock and preferred stock (with the preferred stock being counted on an as-converted-to-common stock basis), is represented in person or by proxy at the meeting. If you have returned valid proxy instructions or attend the Annual Meeting in person, your stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting. All shares of Aemetis common stock and preferred stock (with the preferred stock being counted on an as converted to common stock basis) represented at the Annual Meeting, including broker non-votes and abstentions, will be counted for purposes of determining the presence of a quorum. |
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| Q: | How are votes counted? |
| A: | Aemetis will designate Issuer Direct as the Inspector of Election who will tabulate the votes. The Inspector of Election will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. |
| Q: | Who is making this solicitation? |
| A: | This proxy is being solicited on behalf of the Board of Directors of Aemetis, Inc. |
| Q: | Who pays for the proxy solicitation process? |
| A: | Aemetis, Inc. will pay the cost of preparing, assembling, printing, mailing, distributing and making available these proxy materials and soliciting votes. We do not plan to retain a proxy solicitor to assist with the solicitation. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding or making available proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person, by phone or by other electronic means. None of these individuals will receive any additional or special compensation for doing this, although we will reimburse these individuals for their reasonable out-of-pocket expenses. |
| Q: | May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors? |
| A: | You may present proposals for action at a future meeting only if you comply with the requirements of the proxy rules established by the SEC. In order for a stockholder proposal to be included in our Proxy Statement and form of Proxy relating to the meeting for our 2019 Annual Meeting of Stockholders under Rule 14a-8 adopted under Section 14(a) of Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), the proposal must be received by us no later than 5:00 p.m. (Pacific Time) no later than the 90th day, and not earlier than the 120th day, prior to the first anniversary of the mailing of the notice for the preceding year’s annual meeting. Accordingly, stockholder proposals intended to be presented in our proxy materials for the 2019 Annual Meeting must be received by Todd Waltz, Corporate Secretary, on or after December 8, 2018, and prior to 5:00 p.m. (Pacific Time) on January 7, 2019 and must satisfy the requirements of the proxy rules promulgated by the Securities and Exchange Commission. You can also access our SEC filings, including our 2017 Annual Report, on our website at www.aemetis.com. The information on our website is not a part of this Proxy Statement. |
| Q: | How do I obtain a separate set of proxy materials or request a single set for my household? |
| A: | If you share an address with another stockholder, have the same last name, and do not participate in electronic delivery of proxy materials, you will receive only one set of proxy materials (including our 2017 Annual Report and proxy statement). If you wish to receive a separate proxy statement at this time, please request the additional copy by contacting our transfer agent, Corporate Stock Transfer, by telephone at (303) 282-4800, or by facsimile at (303) 282-5800. You may also request to receive a separate 2017 Annual Report and a separate proxy statement by contacting our Corporate Secretary by telephone at (408) 213-0940, by email at twaltz@aemetis.com, or by writing to: Aemetis, Inc., 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014, Attn.: Corporate Secretary. |
| Q: | What if I have questions about lost stock certificates or need to change my mailing address? |
| A: | You may contact our transfer agent, Corporate Stock Transfer, by telephone at (303) 282-4800 or by facsimile at (303) 282-5800 if you have lost your stock certificate or need to change your mailing address. |
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BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors is presently composed of five (5) members: Eric A. McAfee, Francis Barton, Lydia I. Beebe, John Block and Steven Hutcheson. Mr. McAfee serves as Chairman of the Board of Directors. Harold Sorgenti retired from the Board of Directors, Audit Committee and Governance, Compensation and Governance Committee in November 2017. There are no family relationships between any director and executive officer.
The Board of Directors held seven (7) meetings during fiscal year 2017. Each director attended at least 75% of the aggregate number of meetings of our Board of Directors and the committees on which each director served during fiscal year 2017 and was eligible to attend.
BOARD INDEPENDENCE
The Board of Directors has determined that the director standing for reelection and all of its current directors except Eric A. McAfee, who currently serves as Aemetis’ Chief Executive Officer, are independent directors within the meaning set forth in the Rules of The NASDAQ Stock Market LLC, as currently in effect.
BOARD LEADERSHIP STRUCTURE AND BOARD’S ROLE IN RISK OVERSIGHT
Our Board retains flexibility to select its Chairman of the Board and our Chief Executive Officer in the manner that it believes is in the best interests of our stockholders. Accordingly, the Chairman of the Board and the Chief Executive Officer may be filled by one individual or two. The Board currently believes that having Mr. McAfee serve as both Chief Executive Officer and Chairman of the Board is in the best interests of the stockholders given Mr. McAfee’s extensive knowledge of, years of service to, and experience with, the Company. The board has designated Francis Barton as Presiding Director, to preside over the board’s Executive Sessions.
Both the full Board and its committees oversee the various risks faced by the Company. Management is responsible for the day-to-day management of the Company’s risks and provides periodic reports to the Board and its committees relating to those risks and risk-mitigation efforts.
Board oversight of risk is conducted primarily through the standing committees of the Board, the members of which are independent directors, with the Audit Committee taking a lead role on oversight of financial risks and in interfacing with management on significant risks or exposures and assessing the steps management has taken to minimize such risks. The Audit Committee also is charged with, among other tasks, oversight of management on the Company’s guidelines and policies with respect to risk monitoring, assessment and management. Members of the Company’s management periodically report to the Audit Committee regarding risks overseen by the Audit Committee, including quarterly with respect to the Company’s internal controls over financial reporting.
Set forth below is information regarding our directors as of April 3, 2018 and the class under which each director serves and, assuming the reelection of the director nominee at the Annual Meeting, the expiration of the term of such director:
| Name | Age | Position | Director Since | Classification (Term Expiration) | ||||
| Eric A. McAfee | 55 | Chief Executive Officer and Chairman of the Board | 2006 | Class I (2019) | ||||
| Francis P. Barton | 71 | Director | 2012 | Class I (2019) | ||||
| Lydia I. Beebe | 65 | Director | 2016 | Class III (2020) | ||||
| John R. Block | 83 | Director | 2008 | Class III (2020) | ||||
| Dr. Steven W. Hutcheson | 64 | Director | 2011 | Class II (2021) |
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Eric A. McAfee co-founded Aemetis, Inc. in 2005 and has served as its Chairman of the Board since February 2006. Mr. McAfee was appointed Chief Executive Officer of the Company in February 2007. Mr. McAfee has been an entrepreneur, merchant banker, venture capitalist and farmer/dairyman for more than 20 years. Since 1995, Mr. McAfee has been the Chairman of McAfee Capital and since 1998 has been a principal of Berg McAfee Companies, an investment company. Since 2000, Mr. McAfee has been a principal of Cagan McAfee Capital Partners through which Mr. McAfee has founded or acquired twelve energy and technology companies. In 2003, Mr. McAfee co-founded Pacific Ethanol, Inc. (NASDAQ: PEIX), a West Coast ethanol producer and marketer. Mr. McAfee received a B.S. in Management from Fresno State University in 1986 and served as Entrepreneur in Residence of The Wharton Business School MBA Program in 2007. Mr. McAfee is a graduate of the Harvard Business School Private Equity and Venture Capital Program, and is a 1993 graduate of the Stanford Graduate School of Business Executive Program. Mr. McAfee’s industry experience and leadership skills qualify him for the position.
Francis Barton was appointed to the Company’s Board in August 2012. From 2008 to present, Mr. Barton served as Chief Executive Officer in the consulting firm Barton Business Consulting LLC. Prior to this, Mr. Barton served as the Executive Vice President and Chief Financial Officer of UTStarcom, Inc. from 2005 through 2008 and as a director from 2006 through 2008. From 2003 to 2005, Mr. Barton was Executive Vice President and Chief Financial Officer of Atmel Corporation. From 2001 to 2003, Mr. Barton was Executive Vice President and Chief Financial Officer of Broadvision Inc. From 1998 to 2001, Mr. Barton was Senior Vice President and Chief Financial Officer of Advanced Micro Devices, Inc. From 1996 to 1998, Mr. Barton was Vice President and Chief Financial Officer of Amdahl Corporation. From 1974 to 1996, Mr. Barton worked at Digital Equipment Corporation, beginning his career as a financial analyst and moving his way up through various financial roles to Vice President and Chief Financial Officer of Digital Equipment Corporation’s Personal Computer Division. Mr. Barton holds a B.S. in Interdisciplinary Studies with a concentration in Chemical Engineering from Worcester Polytechnic Institute and an M.B.A. with a focus in finance from Northeastern University. Mr. Barton served on the board of directors of ON Semiconductor from 2008 to 2011. Mr. Barton has served on the Board of Directors of SoSo Cards since January 2013. He is also serving on the board of directors of Inventergy since January 2014, and is the Chairman of its Audit Committee, and a member of its Compensation, Governance and Nominating Committee. Mr. Barton served on the board of directors of Etubics, Inc from 2014 - 2016, and was chair of its Audit Committee and member of its Compensation, Governance and Nominating Committee.
Mr. Barton's experience as Executive Vice President and Chief Financial Officer as well as his extensive financial background qualify him for the position. Mr. Barton also serves as the Chairman of the Audit Committee and as a member of the Governance, Compensation and Nominating Committee of the company.
Lydia I. Beebe was appointed to the Company’s Board of Directors in November 2016. Ms. Beebe now has her own corporate governance consulting business, LIBB Advisors. She was Senior Counsel for Wilson Sonsini Goodrich and Rosati from 2015 until 2017. Prior to this, Ms. Beebe served as Chief Governance Officer and Corporate Secretary of one of the world’s leading energy companies, Chevron Corporation from 2007 – 2015. Ms. Beebe began her career as a staff attorney for Chevron Corporation in 1977. From 1981 – 1985, Ms. Beebe became a Washington D.C. Representative representing Chevron with the Executive Branch and the House of Representatives. Returning to California, Ms. Beebe worked her way up through the Office of Chief Tax Counsel from 1985 – 1995, becoming the Senior Managing Attorney - State and Excise Tax. In 1995, Ms. Beebe was promoted to Corporate Secretary and an Officer of the company, the first female corporate officer in Chevron’s 127-year history. Ms. Beebe remained Corporate Secretary until 2007 when she also became the Chief Governance Officer until she retired in 2015. Ms. Beebe holds a B. S. in journalism from University of Kansas, a J.D. from the University of Kansas, as well as a M.B.A. from Golden Gate University. Ms. Beebe served on the board of directors of HCC Insurance Holdings, Inc (NYSE:HCC) in 2015, and currently serves on the Boards of Stanford University’s Rock Center for Corporate Governance, and University of Delaware’s Weinberg Center for Corporate Governance, and Kansas City Southern. She previously served on the boards of the Council of Institutional Investors, Presidio Trust, and California Fair Employment & Housing Commission.
Mr. Beebe's extensive experience in the energy business and her expertise in corporate governance qualify her for the position. Ms. Beebe also serves as the Chairman of the Governance Compensation and Nominating Committee and as a member of the Audit Committee.
8
John R. Block has served as a member of the Company’s Board of Directors since October 2008. From 1981 to 1986, Mr. Block served as United States Secretary of Agriculture under President Ronald Reagan. He is currently an Illinois farmer and a Senior Policy Advisor to Olsson Frank Weeda Terman Bode Matz PC, an organization that represents the food industry, a position Mr. Block has held since January 2005. From January 2002 until January 2005, he served as Executive Vice President at the Food Marketing Institute, an organization representing food retailers and wholesalers. From February 1986 until January 2002, Mr. Block served as President of Food Distributors International. Mr. Block is currently a member of the board of directors of Digital Angel Corporation and Metamorphix, Inc. Mr. Block previously served on the board of directors of each of Deere and Co., Hormel Foods Corporation and Blast Energy Services, Inc. Mr. Block received his Bachelor of Arts degree from the United States Military Academy.
Mr. Block's experience with agricultural commodities and his understanding of political affairs qualify him for the position. Mr. Block also serves as a member of the Company’s Audit Committee.
Dr. Steven W. Hutcheson was appointed to the Company’s Board of Directors in July 2011. From 1984 to present, Dr. Hutcheson served as a Professor for the University of Maryland in the Department of Molecular and Cell Biology. He also served as Founder, Chief Executive Officer from 2006 to 2008 and Chief Technical Officer of Zymetis, Inc. until its acquisition by Aemetis on July 1, 2011. Dr. Hutcheson received his B.A. in Biology from the University of California at Santa Cruz and his Ph.D. in Plant Physiology from the University of California at Berkeley.
Dr. Hutcheson's deep technical understanding of the impact of molecular and cell biology and his ability to assess the technical aspects of commercializing these microbes qualify him for the position. Dr. Hutcheson also serves as a member of the Governance, Compensation and Nominating Committee.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has the following standing committees: (1) Audit and (2) Governance, Compensation and Nominating. The Board has adopted a written charter for each of these committees, copies of which can be found in the Governance page of the investor relations section of our website at www.aemetis.com. The Board of Directors has determined that all members of both committees of the Board are independent under the applicable rules and regulations of NASDAQ and the SEC, as currently in effect.
The following chart details the current membership of each committee:
| Name of Director | Audit | Governance, Compensation and Nominating | ||
| Francis Barton | C | M | ||
| Lydia I. Beebe | M | C | ||
| John R. Block | M | - | ||
| Dr. Steven W. Hutcheson | - | M | ||
| M = Member | C = Chair |
9
Audit Committee
The Audit Committee (i) oversees our accounting, financial reporting and audit processes; (ii) appoints, determines the compensation of, and oversees the independent auditors; (iii) pre-approves audit and non-audit services provided by the independent auditors; (iv) reviews the results and scope of audit and other services provided by the independent auditors; (v) reviews the accounting principles and practices and procedures used in preparing our financial statements; (vi) reviews our internal controls and (vi) oversees, considers and approves related party transactions.
The Audit Committee works closely with management and our independent auditors. The Audit Committee also meets with our independent auditors without members of management present, on a quarterly basis, following completion of our auditors’ quarterly reviews and annual audit and prior to our earnings announcements, to review the results of their work. The Audit Committee also meets with our independent auditors to approve the annual scope and fees for the audit services to be performed.
Francis Barton, Lydia I. Beebe, John R. Block and Harold Sorgenti (until November 2017) served as members of the Audit Committee in 2017 with Mr. Barton serving as Chairman. Each of the Audit Committee members is an independent director within the meaning set forth in the rules of the SEC and NASDAQ, as currently in effect. Our Board has determined that all current Audit Committee members meet the heightened independence criteria of Rule 10A-3 of the Securities Exchange Act of 1934 applicable to Audit Committee members. In addition, the Board of Directors has determined that Mr. Barton is an “audit committee financial expert” as defined by SEC and NASDAQ rules, as currently in effect.
A copy of the Audit Committee’s written charter is available in the Investor Relations section of our website at www.aemetis.com. The Audit Committee held six (6) meetings during fiscal year 2017. Each director who is a member of the Audit Committee attended at least 75% of the aggregate number of meetings of the Audit Committee during fiscal year 2017.
AUDIT COMMITTEE REPORT
The following is the report of the Audit Committee of the Board of Directors.
Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate filings made by the Company, including this proxy statement, in whole or in part, the following Audit Committee Report shall not be deemed to be “soliciting material” or to be incorporated by reference into any prior or future filings made by the Company.
The Audit Committee has reviewed and discussed with management the Company’s audited financial statements for the fiscal year ended December 31, 2017. In addition, the Audit Committee has discussed with our independent auditors the matters required to be discussed under Public Company Accounting Oversight Board (PCAOB) Audit Standard No. 1301, Communications with Audit Committees. The Audit Committee also has received the written disclosures and the letter as required by the Public Company Accounting Oversight Board Rule 3526 “Communications with Audit Committees Concerning Independence” and the Audit Committee has discussed with the independent auditors the independence of that firm.
Based on the Audit Committee’s review of the matters noted above and its discussions with the Company’s independent auditors and management, the Audit Committee recommended to the Board of Directors that the financial statements be included in the Company’s 2017 Annual Report.
Respectfully submitted by:
Francis Barton (Chair)
Lydia I. Beebe
John R. Block
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Governance, Compensation and Nominating Committee
The Governance, Compensation and Nominating Committee (i) reviews and approves corporate goals and objectives relevant to the chief executive officer’s compensation, evaluates the chief executive officer’s performance relative to goals and objectives, and sets the chief executive officer’s compensation annually; (ii) makes recommendations annually to the Board with respect to non-chief executive officer compensation; (iii) considers and periodically reports on matters relating to the identification, selection and qualification of directors and candidates nominated to the Board and its committees; (iv) develops and recommends governance principles applicable to the Company; and (v) oversees the evaluation of the Board and management from a corporate governance perspective.
Francis Barton, Lydia I. Beebe, Dr. Steven Hutcheson, and Harold Sorgenti (until November 2017) served as members of the Governance, Compensation and Nominating Committee in 2017 with Mr. Sorgenti serving as Chairman until May 2017. Ms. Beebe assumed the Chair position for the Governance, Compensation and Nominating Committee at the May 18, 2017 meeting. Each current member of the Governance, Compensation and Nominating Committee is an independent director within the meaning set forth in the rules of the SEC and NASDAQ, as currently in effect, including after giving consideration to the factors specified in the NASDAQ listing rules for compensation committee independence.
The Governance, Compensation and Nominating Committee considers properly submitted stockholder recommendations for candidates for membership on the Board as described below under “Identification and Evaluation of Nominees for Directors.” In evaluating such recommendations, the Governance, Compensation and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth under “Director Qualifications” below. Any stockholder recommendations proposed for consideration by the Governance, Compensation and Nominating Committee should include the candidate’s name and qualifications for membership on the Board and should be addressed to the attention of our Corporate Secretary — Re: Stockholder Director Recommendation, at 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014.
Director Qualifications
The Governance, Compensation and Nominating Committee does not have any specific, minimum qualifications that must be met by a Governance, Compensation and Nominating Committee-recommended nominee, but uses a variety of criteria to evaluate the qualifications and skills necessary for members of our Board, including capability, availability to serve, diversity, independence and other factors. Under these criteria, members of the Board should have the highest professional and personal ethics and values. A director should have broad experience at the policy-making level in business, government, education, technology or public interest. A director should be committed to enhancing stockholder value and should have sufficient time to carry out his or her duties, and to provide insight and practical wisdom based on his or her past experience. A director’s service on other boards of public companies should be limited to a number that permit him or her, given individual circumstances, to perform the director duties responsibly. Each director must represent the interests of Aemetis stockholders.
Identification and Evaluation of Nominees for Directors.
The Governance, Compensation and Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Governance, Compensation and Nominating Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Governance, Compensation and Nominating Committee considers various potential candidates for director. Candidates may come to the attention of the Governance, Compensation and Nominating Committee through current members of the Board, professional search firms, stockholders or other persons. These candidates are evaluated at regular or special meetings of the Governance, Compensation and Nominating Committee, and may be considered at any point during the year. The Governance, Compensation and Nominating Committee considers properly submitted stockholder recommendations for candidates for the Board. In evaluating such recommendations, the Governance, Compensation and Nominating Committee uses the qualifications standards discussed above and seeks to achieve a balance of knowledge, experience and capability on the Board.
A copy of the Committee’s written charter is available on the Governance page of the investor relations section of our website at www.aemetis.com. In 2017, the Governance, Compensation and Nominating Committee held five (5) meetings. Each director who is a member of the Governance, Compensation and Nominating Committee attended at least 75% of the aggregate number of meetings of the Committee during 2017.
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Code of Business Conduct and Ethics
The Board of Directors has adopted a Code of Business Conduct and Ethics, which applies to our directors and all of our employees, including our Chief Executive Officer, Chief Financial Officer and any other principal financial officer, Controller and any other principal accounting officer, and any other person performing similar functions. The Code of Business Conduct and Ethics is posted on the Governance page of the investor relations section of our website at www.aemetis.com. The code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. Aemetis will disclose any amendment to the Code of Ethics or waiver of a provision of the Code of Ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer and any other principal financial officer, Controller and any other principal accounting officer, and any other person performing similar functions and relates to certain elements of the Code of Business Conduct and Ethics, including the name of the officer to whom the waiver was granted, on our website at www.aemetis.com, on our investor relations webpage.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2017, no member of the Governance, Compensation and Nominating Committee was an officer or employee of the Company or had any relationship requiring disclosure under “Certain Relationships and Related Transaction” below. In addition, no member of the Governance, Compensation and Nominating Committee or executive officer of the Company served as a member of the board of directors or compensation committee of any entity that has an executive officer serving as a member of our Board or Governance, Compensation and Nominating Committee.
Relationship of Compensation Practices to Risk Management
The Company has reviewed and considered all of its compensation plans and practices and does not believe that its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.
Annual Meeting Attendance
We do not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders although directors are encouraged to attend annual meetings of Aemetis’ stockholders. Other than Mr. McAfee and Ms. Beebe, we did not have any directors at the annual meeting of stockholders in 2017.
Communications with the Board of Directors
Although we do not have a formal policy regarding communications with the Board, stockholders may communicate with the Board by submitting an email to investors@aemetis.com or by writing to us at Aemetis, Inc., Attention: Investor Relations, 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014. Stockholders who would like their submission directed to a member of the Board may so specify. The Corporate Secretary will review all communications. All appropriate business-related communications as reasonably determined by the Corporate Secretary will be forwarded to the Board or, if applicable, to the individual director.
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DIRECTOR COMPENSATION (2017)
The following table provides information regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director of Aemetis, Inc. for some portion or all of 2017. Other than as set forth in the table and described more fully below, Aemetis, Inc. did not pay any fees, make any equity or non-equity awards, or pay any other compensation, to its non-employee directors. All compensation paid to its employee directors is set forth in the tables summarizing executive officer compensation below.
| Name | Fees Earned or Paid in Cash ($) | Stock Option Awards(1)(2)) ($) | Total ($) |
| Francis Barton | 104,000 | 73,720 | 177,720 |
| Lydia I. Beebe | 88,500 | 22,558 | 111,058 |
| John R. Block | 78,500 | 51,162 | 129,662 |
| Dr. Steven Hutcheson | 78,250 | 44,970 | 123,220 |
| Harold Sorgenti | 69,083 | 48,365 | 117,448 |
(1)
The amounts in this column represent the aggregate grant date fair value of awarded stock options under ASC Topic 718. The assumptions made when calculating the amounts in this table are found in Note 9 (Stock Based Compensation) of the Notes to Consolidated Financial Statements in our 2017 Annual Report filed with the SEC on March 29, 2018.
(2)
For information regarding the aggregate number of shares subject to all outstanding stock option awards and warrant awards held by each named individual at the end of fiscal year 2017, please see the table below titled “Directors’ Outstanding Equity Awards at Fiscal Year End (2017)” on page 14.
In 2007, the Board adopted a director compensation policy pursuant to which each non-employee director is paid an annual cash retainer of $75,000 and a cash payment of $250 per Board or committee meeting attended telephonically and a cash payment of $500 per Board or committee meeting attended in person. In addition, each non-employee director is initially granted options exercisable for 10,000 shares of the Company’s common stock, which vests quarterly over two years subject to continuing services to the Company. Board members also receive a discretionary annual equity compensation awards in the form of stock options, recognizing the annual services of the Director as well as the longevity of services to the Company. In addition, an annual cash retainer of $10,000 is paid to the chairman of the Governance, Compensation and Nominating Committee and an annual cash retainer of $20,000 is paid to the chairman of the Audit Committee.
13
DIRECTORS’ OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END (2017)
The following table shows all outstanding equity awards held by each person serving as a director of Aemetis, Inc. at the end of 2017.
| Option/Warrant Awards | ||||||||||
| Name | Award Date | No. of securities underlying unexercised options/ warrants (#) exercisable | No. of securities underlying unexercised options/ warrants (#) unexercisable | Option/ warrant exercise price ($) | Option/ warrant expiration date | |||||
| Francis Barton | 11/16/17 | 30,000 (1) | - | 0.67 | 11/16/2027 | |||||
| 01/19/17 | 50,000 (1) | - | 1.72 | 01/19/27 | ||||||
| 05/19/16 | 38,250 (2) | 12,750 | 2.54 | 05/21/26 | ||||||
| 12/10/15 | 15,000 (3) | - | 2.59 | 12/10/25 | ||||||
| 12/15/14 | 8,000 (2) | - | 4.66 | 12/15/19 | ||||||
| 03/13/14 | 12,500 (4) | - | 4.20 | 03/13/19 | ||||||
| 08/02/13 | 25,000 (3) | - | 4.00 | 08/02/18 | ||||||
| 03/14/13 | 10,000 (5) | - | 6.50 | 03/13/18 | ||||||
| Lydia I. Beebe | 11/16/17 | 10,000(1) | - | 0.67 | 11/17/26 | |||||
| 01/19/17 | 15,000(1) | - | 1.72 | 01/19/27 | ||||||
| 11/17/16 | 5,000(4) | 5,000(4) | 1.85 | 05/21/26 | ||||||
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| Name | Award Date | No. of securities underlying unexercised options/ warrants (#) exercisable | No. of securities underlying unexercised options/ warrants (#) unexercisable | Option/ warrant exercise price ($) | Option/ warrant expiration date | |||||
| John R. Block | 11/16/17 | 20,000 (1) | - | 0.67 | 11/16/27 | |||||
| 01/19/17 | 35,000 (1) | - | 1.72 | 01/19/27 | ||||||
| 05/19/16 | 27,000 (2) | 9,000(2) | 2.54 | 05/21/26 | ||||||
| 12/10/15 | 10,000 (3) | - | 2.59 | 12/10/25 | ||||||
| 12/15/14 | 5,000 (2) | - | 4.66 | 12/15/19 | ||||||
| 03/13/14 | 10,000 (4) | - | 4.20 | 03/12/19 | ||||||
| 08/02/13 | 20,000 (3) | - | 4.00 | 08/03/18 | ||||||
| 03/14/13 | 10,000 (5) | - | 6.50 | 03/13/18 | ||||||
| Dr. Steven Hutcheson | 11/16/17 | 16,250 (1) | - | 0.67 | 11/26/27 | |||||
| 01/19/17 | 31,250 (1) | - | 1.72 | 01/19/27 | ||||||
| 05/19/16 | 27,000 (2) | 9,000 | 2.54 | 05/21/26 | ||||||
| 12/10/15 | 10,000 (3) | - | 2.59 | 12/10/25 | ||||||
| 12/15/14 | 5,000 (2) | - | 4.66 | 12/15/19 | ||||||
| 03/13/14 | 10,000 (4) | - | 4.20 | 03/12/19 | ||||||
| 08/02/13 | 20,000 (3) | - | 4.00 | 08/03/18 | ||||||
| 03/14/13 | 10,000 (5) | - | 6.50 | 03/13/18 |
——————
(1)
Options fully vested on the date of grant.
(2)
50% vested immediately and One-twelfth (1/12) of the remaining options vest every three months following the date of grant.
(3)
Warrants fully vested on the date of grant.
(4)
One-twelfth (1/12) of the options vest every three months from the date of grant.
(5)
A portion of the options representing 1,000 shares vest on date of the grant, one-twelfth (1/12) of the options vest every three months from the date of grant.
15
PROPOSAL ONE:
ELECTION OF DIRECTORS
The Board of Directors currently consists of five (5) directors classified into three separate classes, consisting of two (2) directors in two classes, and one (1) in the third class, with one class being elected each year to serve a staggered three-year term. Under the current Articles of Incorporation and Bylaws of the Company, directors are elected annually at each annual meeting of stockholders and until their respective successors are duly qualified and elected or such earlier date of resignation or removal. Following the Annual Meeting, the terms of office of the Class I, Class II and Class III directors will expire in 2019, 2021 and 2020, respectively.
NOMINEES
The Board of Directors approved Dr. Steven W. Hutcheson as nominee for election to the Board as the Class II director at the Annual Meeting. If elected, Dr. Hutcheson will serve as the Class II director for a three-year term expiring in 2021. The nominee is currently a director of the Company. Please see above for information concerning our incumbent director standing for re-election.
Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominee set forth above. If the nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for another nominee designated by the Board of Directors. We are not aware of any reason that the nominee would be unable or unwilling to serve as a director.
VOTE REQUIRED
If a quorum is present, the nominee receiving the highest number of votes will be elected to the Board. Abstentions and broker non-votes will have no effect on the election of directors. Proxies may not be voted for a greater number of persons than the number of nominees named.
BOARD RECOMMENDATION
THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEE.
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PROPOSAL TWO:
RATIFICATION OF AUDITORS
The Board has selected RSM US LLP as the Company’s independent auditors, to audit the financial statements of the Company and its subsidiaries for the year ending December 31, 2018. The Board recommends that stockholders vote for ratification of such appointment. Although ratification by stockholders is neither required by law nor binding on the Board, the Board has determined that it is desirable to request ratification of this selection by the stockholders. Notwithstanding the selection, the Board, in its discretion, may direct the appointment of new independent auditors at any time during the year if the Board feels that such a change would be in the best interest of the Company and it stockholders. In the event of a negative vote on ratification, the Board will reconsider its selection. The aggregate fees billed for services rendered by RSM US LLP during the years ended December 31, 2017 and 2016 are described below under the caption “Principal Accountant Fees and Services.” Representatives of RSM US LLP will be present at the Annual Meeting by phone and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions.
Principal Accountant Fees and Services
Auditor Fee and Services in Fiscal Years 2016 and 2017
RSM US LLP was appointed as our registered independent public accountant on May 21, 2012. The fees billed by RSM US LLP for the audits of the 2017 and 2016 financial statements are as follows:
2016 | 2017 | |
| Audit Fees | $270,000 | $311,300 |
| Audit-Related Fees | 40,500 | -- |
| Total Audit and Audit-Related Fees | $310,500 | 311,300 |
Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements and the audit of internal controls, and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by RSM US LLP in connection with statutory and regulatory filings or engagements.
Audit-Related Fees consist of assistance provided with respect to SEC comment letters and securities offerings.
Audit Committee’s Pre-Approval Policies and Procedures
Consistent with policies of the SEC regarding auditor independence and the Audit Committee Charter, the Audit Committee has the responsibility for appointing, setting compensation and overseeing the work of the registered independent public accounting firm (the “Firm”). The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the Firm. Pre-approval is detailed as to the particular service to category of services and is generally subject to a specific budget. The Audit Committee may also pre-approve particular services on a case-by-case basis. In assessing request for services by the Firm, the Audit Committee considers whether such services are consistent with the Firm’s independence, whether the Firm is likely to provide the most effective and efficient service based upon their familiarity with the Company, and whether the service could enhance the Company’s ability to manage or control risk or improve audit quality.
In fiscal years 2016 and 2017, all fees identified above under the captions “Audit Fees” and “Audit-Related Fees” that were billed by RSM US LLP were approved by the Audit Committee in accordance with SEC requirements.
VOTE REQUIRED
Approval of Proposal No. 2 requires the affirmative vote of a majority of the shares entitled to vote and present in person or represented by proxy at the Annual Meeting. Abstentions will be counted as votes “AGAINST” this proposal.
BOARD RECOMMENDATION
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF RSM US LLP AS THE COMPANY’S INDEPENDENT AUDITORS.
17
EXECUTIVE COMPENSATION
NAMED EXECUTIVE OFFICERS
The following table sets forth the name, age (as of April 3, 2018) and position of each of our named executive officers for 2017.
| Name | Age | Position | ||
| Eric A. McAfee | 55 | Chief Executive Officer and Chairman of the Board | ||
| Todd A. Waltz | 56 | Executive Vice President, Chief Financial Officer and Secretary | ||
| Andrew B. Foster | 52 | Executive Vice President and Chief Operating Officer |
The information provided below is biographical information about each named executive officer, excluding Mr. McAfee. For information concerning Mr. McAfee, see “Board Leadership Structure and Board’s Role in Risk Oversight” above.
Andrew B. Foster has served as Executive Vice President of Aemetis, Inc. and President and Chief Operating Officer of Aemetis Advanced Fuels Keyes, Inc., a wholly-owned subsidiary of the Company, since June 2008. Mr. Foster joined Aemetis in March 2006. Mr. Foster served as Vice President of Corporate Marketing for Marimba, Inc., an enterprise software company, which was acquired by BMC Software in July 2004. From July 2004 until April 2005, Mr. Foster served as Vice President of Corporate Marketing for the Marimba product line at BMC. In April 2005, Mr. Foster was appointed Director of Worldwide Public Relations for BMC and served in that capacity until December 2005. From May 2000 until March 2003, Mr. Foster served as Director of Corporate Marketing for eSilicon Corporation, a fabless semiconductor company. Mr. Foster also served as Associate Director of Political Affairs at the White House from 1989 to 1992, and Deputy Chief of Staff to Illinois Governor Jim Edgar from 1995 to 1998. Mr. Foster holds a Bachelor of Arts degree in Political Science from Marquette University in Milwaukee, Wisconsin.
Todd A. Waltz has served as our Executive Vice President, Chief Financial Officer and Secretary since March 2010. From 2007 until March 2010, Mr. Waltz served as the Company’s Corporate Controller. From 1994 to 2007, Mr. Waltz served in a variety of senior financial management roles with Apple, Inc. in Cupertino, CA. Prior to Apple, Mr. Waltz worked with Ernst & Young. Until November 2013, Mr. Waltz served as Chief Executive Officer and sole Board member of Vision Global Solutions, Inc. (OTC: VIGS). Mr. Waltz is a Certified Public Accountant (inactive) in the state of California. Mr. Waltz holds a Bachelor of Arts degree from Mount Union College, an MBA from Santa Clara University and a Master of Science degree in Taxation from San Jose State University.
Each executive officer is chosen by the Board and holds office until a successor has been elected and qualified or until such officer’s earlier death, resignation or removal.
SUMMARY COMPENSATION TABLE (2017)
The following table sets forth information concerning compensation paid or accrued for services rendered to the Company in all capacities for the fiscal years 2016 and 2017 to the named executive officers, which includes the Company’s Chief Executive Officer and the Company’s other two most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2017.
18
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards(1) ($) | Total Compensation ($) | |
Eric A. McAfee, Chief (2) Executive Officer | 2017 | 310,000 | 40,000 | - | 350,000 | |
| 2016 | 250,000 | - | - | 250,000 | ||
| Todd A. Waltz, Chief Financial Officer | 2017 | 250,000 | 40,000 | 134,177 | 424,177 | |
| 2016 | 230,000 | 44,000 | 217,571 | 491,571 | ||
| Andrew B. Foster, Executive Vice President | 2017 | 230,000 | 40,000 | 134,177 | 404,177 | |
| 2016 | 210,000 | 44,000 | 181,309 | 435,309 |
———————
(1)
These amounts reflect the value determined by the Company for accounting purposes for these awards with respect to the current fiscal year and do not reflect whether the recipient has actually realized a financial benefit from the awards (such as by exercising stock options or warrants). This column represents the aggregate grant date fair value of stock options granted during fiscal years 2016 and 2017 to each of the named executive officers, in accordance with ASC Topic 718 Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions made when calculating the amounts in this column are found in Note 9 (Stock Based Compensation) of the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2017 Annual Report filed with the SEC on March 29, 2018.
(2)
Mr. McAfee’s compensation is solely for his service as an executive officer and he does not receive any compensation for his services as Chairman of the Board of Directors.
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END (2017)
The following table shows all outstanding equity awards held by the named executive officers at the end of fiscal year 2017.
| Option/Warrant Awards | ||||||||||
| Name | Award Date | No. of Securities underlying unexercised options/ warrants (#) exercisable | No. of securities underlying unexercised options/ warrants (#) unexercisable | Option/ warrant exercise price ($) | Option/ warrant expiration date | |||||
| Todd A. Waltz | 11/16/17 | 30,000 (1) | - | 0.67 | 11/16/27 | |||||
| 01/19/17 | 25,000 (2) | 75,000 (2) | 1.72 | 01/19/27 | ||||||
| 05/19/16 | 60,000 (2) | 60,000 (2) | 2.54 | 5/21/26 | ||||||
| 12/10/15 | 13,333 (3) | 6,667 (3) | 2.59 | 12/10/25 | ||||||
| 5/21/15 | 16,667 (2) | 3,333 (2) | 4.35 | 5/21/22 | ||||||
| 12/15/14 | 10,000 (2) | - | 4.66 | 12/15/19 | ||||||
| 03/13/14 | 15,000 (2) | - | 4.20 | 3/12/19 | ||||||
| 08/02/13 | 30,000 (4) | - | 4.00 | 8/3/18 | ||||||
| 03/14/13 | 30,000 (2) | - | 6.50 | 3/13/18 | ||||||
| Andrew B. Foster | 11/19/17 | 30,000(1) | - | 0.67 | 11/16/27 | |||||
| 01/19/17 | 25,000 (2) | 75,000 (2) | 1.72 | 01/19/27 | ||||||
| 05/19/16 | 50,000 (2) | 50,000 (2) | 2.54 | 5/21/26 | ||||||
| 12/10/15 | 13,333 (3) | 6,667 (3) | 2.59 | 12/10/25 | ||||||
| 5/21/15 | 16,667 (2) | 3,333 (2) | 4.35 | 5/21/22 | ||||||
| 12/15/14 | 10,000 (2) | - | 4.66 | 12/15/19 | ||||||
| 03/13/14 | 10,000 (2) | - | 4.20 | 3/12/19 | ||||||
| 08/02/13 | 15,000 (4) | - | 4.00 | 8/3/18 | ||||||
| 03/14/13 | 10,000 (2) | - | 6.50 | 3/13/18 | ||||||
———————
(1) Option fully vested on the date of grant.(2) One-twelfth (1/12) of the options vest every three months following the date of grant.
(3) One-twelfth (1/12) of the warrants vest every three months following the date of grant.
(4) Warrants fully vested on the date of grant.
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STOCK OPTION GRANTS (2017)
The exercise price for stock option awards granted during 2017 was set at the closing price as reported by NASDAQ on the date of grant, and each such award has a term of 10 years from the date of grant. One twelfth (1/12th) of the options granted to employees and executives during January 2017 vest every three months from the date of grant. Grants to non-employee Board members and grants made during December 2017 vested immediately. No outstanding stock option awards were materially modified during 2017.
OPTION EXERCISES AND STOCK VESTED (2017)
None.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
We are party to the following agreements with our named executive officers:
Eric A. McAfee
Effective September 1, 2011, the Company entered into an Employment Agreement with Mr. McAfee in connection with his continuing responsibilities as Chief Executive Officer. Under Mr. McAfee’s employment agreement, he originally received an annual salary of $180,000 per year, subject to annual review and adjustments. Effective January 1, 2017, the Governance, Compensation and Nominating Committee approved an increase in his annual salary from $250,000 per year to $310,000 per year. In addition, Mr. McAfee is entitled to an annual cash bonus in an amount determined by the Board of Directors based upon attainment of certain performance milestones as determined by the Board from time to time. For 2017, the annual bonus for Mr. McAfee was determined by taking into consideration the profitability of future operations, likelihood of future success of the company, and executive leadership participation qualities, adjusted by the impact of external policy as well as, political and economic events, as positive or negative influences on the amount of difficulty required to execute on the business plan. This amount was then scaled to $40,000 to reflect the amount of cash available for executive bonuses for the 2017 fiscal year. The initial term of Mr. McAfee’s employment agreement was for three years with automatic one-year renewals thereafter, unless terminated by either party on sixty days’ notice prior to the end of the then-current period.
If, prior to a Change in Control (as defined in the agreement), Mr. McAfee is terminated other than for Cause (as defined in the agreement) or as a result of his death or Total Disability (as defined in the agreement) or is Constructively Terminated (as defined in the agreement), then provided he signs a release of claims, Mr. McAfee is entitled to receive severance benefits of (i) cash payments equal to his then-current base salary for a period of six (6) months payable in accordance with the Company’s normal payroll practices, and (ii) company-paid health, dental, and vision insurance coverage for him and his dependents until the earlier of six (6) months following the date of termination or until such time as Mr. McAfee is covered under another employer’s group policy for such benefits. If, on or following a Change in Control, Mr. McAfee’s employment is Constructively Terminated or involuntarily terminated other than for Cause, death or Total Disability, then provided he signs a release of claims, in addition to the severance benefits provided above, all of his then unvested restricted stock or stock options shall become immediately vested.
Todd A. Waltz
On March 15, 2010, the Company entered into an Employment Agreement with Mr. Waltz to serve as the Company’s Chief Financial Officer. Under Mr. Waltz’ employment agreement, Mr. Waltz originally received an annual salary of $180,000 per year, subject to annual review and adjustments. Effective January 1, 2017, the Governance, Compensation and Nominating Committee approved an increase in his annual salary from $230,000 per year to $250,000 per year. Mr. Waltz is entitled to an annual bonus of up to $50,000. For 2017, the annual bonus for Mr. Waltz was based on an estimation of his contribution to the goals achieved by the company, as defined by the same formula applied to the CEO. This bonus amount was then scaled to $40,000 to reflect the amount of cash available for executive bonuses for the 2017 fiscal year. The initial term of Mr. Waltz’s employment agreement was for three years with automatic one-year renewals unless terminated by either party on sixty days’ notice prior to the end of the then-current extension period.
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If, prior to a Change in Control (as defined in the agreement), Mr. Waltz is terminated other than for Cause (as defined in the agreement) or as a result of his death or Total Disability (as defined in the agreement) or is Constructively Terminated (as defined in the agreement), then provided he signs a release of claims, Mr. Waltz is entitled to severance benefits of (i) cash payments equal to his monthly base salary for a period of three (3) months payable in accordance with the Company’s normal payroll practices, and (ii) company-paid health, dental, and vision insurance coverage for him and his dependents until the earlier of three (3) months following the date of termination or until such time as Mr. Waltz is covered under another employer’s group policy for such benefits. If, on or following a Change of Control, Mr. Waltz’s employment is Constructively Terminated or involuntarily terminated other than for Cause, death or Total Disability, then provided he signs a release of claims, in addition to the severance benefits provided above, all of his then unvested restricted stock or stock options shall become immediately vested.
Andrew B. Foster
On May 22, 2007, the Company entered into an Employment Agreement with Mr. Foster to serve as the Company’s Executive Vice President and Chief Operating Officer. Under Mr. Foster’s employment agreement, Mr. Foster originally received an annual salary of $180,000 per year, subject to annual review and adjustments. Effective January 1, 2017, the Governance, Compensation and Nominating Committee approved an increase in his annual salary from $210,000 per year to $230,000 per year. Mr. Foster is entitled to a discretionary annual bonus of up to $50,000. For 2017, the annual bonus for Mr. Foster was based on an estimation of his contribution to the goals achieved by the company, as defined by the same formula applied to the CEO. This bonus amount was then scaled to $40,000 to reflect the amount of cash available for executive bonuses for the 2017 fiscal year. The initial term of Mr. Foster’s employment agreement was for three years with automatic one-year renewals unless terminated by either party on sixty days’ notice prior to the end of the then-current extension period. In addition, in connection with the execution of his employment agreement, the Company granted Mr. Foster options to purchase a total of 300,000 shares of common stock with an exercise price equal to the fair market value on the date of grant. One thirty-sixth (1/36th) of the options award vested each month after the Employment Commencement Date (defined by the agreement as October 1, 2006), so as to be 100% vested on the three-year anniversary of the Employment Commencement Date.
If, prior to a Change in Control (as defined in the agreement), Mr. Foster is terminated other than for Cause (as defined in the agreement) or as a result of his death or Total Disability (as defined in the agreement) or is Constructively Terminated (as defined in the agreement), then provided he signs a release of claims, Mr. Foster is entitled to severance benefits of (i) cash payments equal to his monthly base salary for a period of three (3) months payable in accordance with the Company’s normal payroll practices, and (ii) company-paid health, dental, and vision insurance coverage for him and his dependents until the earlier of three (3) months following the date of termination or until such time as Mr. Foster is covered under another employer’s group policy for such benefits. If, on or following a Change of Control, Mr. Foster’s employment is Constructively Terminated or involuntarily terminated other than for Cause, death or Total Disability, then provided he signs a release of claims, in addition to the severance benefits provided above, all of his then unvested restricted stock or stock options shall become immediately vested.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL (2017)
The following table quantifies the estimated payments and benefits that would be provided to each named executive officer upon the occurrence of the indicated event, assuming that the event occurred on December 31, 2017, pursuant to those arrangements described above in detail under the heading “Employment Contracts and Termination of Employment and Change-In-Control Arrangements.” The values related to vesting of stock options and awards are based upon the fair market value of our common stock of $0.55 per share as reported on the NASDAQ Global Market on December 29, 2017, the last trading day of our fiscal year. Actual payments made at any future date would vary, including based upon the amount the named executive officer would have accrued under the applicable benefit or compensation plan as well as based upon the price of our common stock.
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| Name | Category of Benefit | Termination Without Cause or Constructive Termination Not in Connection with a Change in Control ($) | Termination Without Cause or Constructive Termination in Connection with or after a Change in Control ($) | |
| Eric A. McAfee | Salary | 155,000 | 155,000 | |
| COBRA | 17,099 | 17,099 | ||
| Equity Acceleration | - | |||
| Total | 172,099 | 172,099 | ||
| Todd A. Waltz | Salary | 62,500 | 62,500 | |
| COBRA | 6,848 | 6,848 | ||
| Equity Acceleration | - | - | ||
| Total | 69,348 | 69,348 | ||
| Andrew B. Foster | Salary | 57,500 | 57,500 | |
| COBRA | 8,158 | 8,158 | ||
| Equity Acceleration | - | - | ||
| Total | 65,659 | 65,659 |
EQUITY COMPENSATION PLANS
The Company’s shareholders approved the Company’s Amended and Restated 2007 Stock Plan (“2007 Stock Plan”) at the Company’s 2010 Annual Shareholders Meeting. The Company’s shareholders further approved amending the plan at the 2015 Annual Shareholders Meeting to extend its term and increase the number of shares automatically added to the shares reserved for issuance thereunder each year. On July 1, 2011, the Company acquired the Zymetis 2006 Stock Plan (“2006 Stock Plan”) pursuant to the acquisition of Zymetis, Inc. and gave Zymetis option holders the right to convert shares into Aemetis common stock at the same terms as the 2006 Plan. During 2015, the company established an Equity Inducement plan pursuant to which 100,000 shares were made available specifically to attract human talent. The following table provides information about 2007 Stock Plan, 2006 Stock Plan and the compensatory warrants and options as of December 31, 2017.
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| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans(2) |
Equity compensation plans approved by security holders(1) | 2,151,892 | 2.69 | 133,780 |
| Equity in the form of warrants issued to officers, directors and employees not approved by security holders | 325,000 | 3.52 | — |
| Equity in the form of options issued to new hire employees not approved by security holders | 37,000 | 3.15 | 63,000 |
| Total | 2,513,892 | 196,780 |
———————
(1)
Shares from the 2006 Stock Plan and the 2007 Stock Plan.
(2)
Amount consists of shares available for future issuance under the 2006 Plan and 2007 Plan.
Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate filings made by the Company, including this proxy statement, in whole or in part, the following Compensation Committee Report shall not be deemed to be “soliciting material” or to be incorporated by reference into any prior or future filings made by the Company.
COMPENSATION COMMITTEE REPORT
The Governance, Compensation and Nominating Committee has reviewed and discussed the foregoing Executive Compensation section with management, and based on that review and discussion, the Governance, Compensation and Nominating Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2017 and the Company’s proxy statement for the 2018 Annual Meeting of Stockholders.
Respectfully submitted by,
Lydia I. Beebe (Chair)
Francis P. Barton
Dr. Steven W. Hutcheson
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SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 26, 2018, regarding the beneficial ownership of each class of our voting stock, including (a) each stockholder who is known by the Company to own beneficially in excess of 5% of each class of our voting stock; (b) each director; (c) the Company’s named executive officers; and (d) the Company’s executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. The percentage of beneficial ownership of common stock is based upon 20,222,890 shares of common stock outstanding as of March 26, 2018. The percentage of beneficial ownership of Series B preferred stock is based upon 1.323,394 shares of Series B preferred stock outstanding as of March 26, 2018. Unless otherwise identified, the address of the directors and officers of the Company is 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014.
Common Stock | Series B Preferred Stock | |||
| Name and Address | Amount and Nature of Beneficial Ownership | Percentage of Class | Amount and Nature of Beneficial Ownership | Percentage of Class |
| Officers & Directors | ||||
Eric A. McAfee (1) | 3,301,548 | 16.33% | - | * |
Francis Barton(2) | 273,000 | 1.33% | - | * |
Lydia I. Beebe (3) | 82,500 | * | * | |
John R. Block (4) | 204,462 | 1.00% | - | * |
Dr. Steven Hutcheson (5) | 378,257 | 1.86% | - | * |
Andrew Foster (6) | 216,667 | 1.06% | - | * |
Todd A. Waltz (7) | 417,068 | 2.04% | - | * |
| All officers and directors as a group (7 Persons) | 4,894,970 | 24.16% | - | * |
| 5% or more Holders | ||||
Third Eye Capital (8) | 1,598,608 | 7.91% | - | * |
161 Bay Street, Suite 3930 | ||||
Toronto, Ontario M5J 2S1 | ||||
Laird Cagan (9) | 1,665,489 | 8.24% | - | * |
| 20400 Stevens Creek Blvd., Suite 700 | ||||
| Cupertino, CA 95014 | ||||
| Mahesh Pawani | 53,536 | * | 400,000 | 30.23% |
| Villa No. 6, Street 29, Community 317, Al Mankhool, | ||||
| Dubai, United Arab Emirates | ||||
| Frederick WB Vogel | 43,844 | * | 350,000 | 26.45% |
| 1660 N. La Salle Drive, Apt 2411 | ||||
| Chicago, Illinois 60614 | ||||
———————
(1)
Includes 3,301,548 shares held by McAfee Capital, LLC, a company owned by Mr. McAfee. McAfee Capital has directly or indirectly pledged all of these shares as security for Third Eye Capital debt arrangements.
(2)
Includes 30,000 shares held by Mr. Barton, 203,000 shares issuable pursuant to options exercisable within 60 days of March 26, 2018 and 40,000 common stock warrants fully exercisable.
(3)
Includes 82,500 shares held by Ms. Beebe issuable pursuant to options exercisable within 60 days of March 26 , 2018.
(4)
Includes 34,462 shares held by Mr. Block, 140,000 shares issuable pursuant to options exercisable within 60 days of March 26, 2018, and 30,000 common stock warrants fully exercisable.
(5)
Includes 215,757 shares held by Dr. Hutcheson, 132,500 shares issuable pursuant to options exercisable within 60 days of March 26, 2018 and 30,000 common stock warrants fully exercisable.
(6)
Includes 186,667 shares issuable pursuant to options exercisable within 60 days of March 26, 2018, and 30,000 fully exercisable common stock warrants by Mr. Foster.
(7)
Includes 165,401 shares held by Mr. Waltz, 206,667 shares issuable pursuant to options exercisable within 60 days of March 26, 2018 and 45,000 fully exercisable common stock warrants.
(8)
Includes 1,162,039 shares held by RBC Dexia Investor Services Trust, held in Trust for Account 110-455-262 and Sprott Private Credit Fund, LP, a corporation residing in Canada. Third Eye Capital funds beneficially own 436,569 shares of common stock.
(9)
Includes (i) 1,500,114 shares held by Cagan Capital, LLC, a company owned by Mr. Cagan, and (ii) 165,375 shares held by Mr. Cagan individually.25
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. Based upon a review of those forms and representations regarding the need for filing Form 5, we believe during the year ended December 31, 2017 that each of our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements.
In making this statement, we have relied upon examination of the copies of Forms 3, 4 and 5, and amendments thereto, provided to Aemetis, Inc. during and with respect to fiscal year 2016 and the written representations of its directors and executive officers.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following are transactions entered into in fiscal years 2017 and 2016 and any currently proposed transaction, (i) in which the Company was or is to be a participant, (ii) the amount involved exceeds $120,000, and (iii) in which any director, executive officer, five percent stockholder or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.
The Audit Committee is responsible for reviewing and approving in advance any proposed related person transactions. The Audit Committee is also responsible for reviewing the Company’s policies with respect to related person transactions and overseeing compliance with such policies.
The Company owes Eric McAfee, the Company’s Chairman and CEO, and McAfee Capital, owned by Eric McAfee, $0.4 million in connection with employment agreements and expense reimbursements previously accrued as salaries expense and accrued liabilities. The balance accrued related to these employment agreements was $0.4 million as of December 31, 2017 and December 31, 2016. For the years ended December 31, 2017 and 2016, the Company expensed $0.1 million each respectively, to reimburse actual expenses incurred by McAfee Capital and related entities. The Company previously prepaid $0.2 million to Redwood Capital, a company controlled by Eric McAfee, for the Company’s use of flight time on a corporate jet. As of December 31, 2017, $0.1 million remained as a prepaid expense related to Redwood Capital. As consideration for the reaffirmation of guaranties required by Amendment No. 13 to the Note Purchase Agreement, which the Company entered into with Third Eye Capital on March 1, 2017, the Company also agreed to pay $0.2 million in consideration to McAfee Capital in exchange for their willingness to provide the guarantees. The balance of $342 thousand and $156 thousand for guarantee fee remained as accrued liability as of December 31, 2017 and December 31, 2016 respectively.
The Company owes the then current directors amounts totaling $1.1 million and $1.5 million at both December 31, 2017 and 2016, respectively, in connection with board compensation fees, which are included in accounts payable on the balance sheet. For each of the years ended December 31, 2017 and 2016, the Company expensed $0.4 million each year, in connection with board compensation fees.
On January 14, 2013, Laird Cagan loaned $0.1 million to the Company through a promissory note with a 5% annualized interest rate and the right to exercise 5,000 warrants at $0.01 per share. On December 12, 2017, the Company issued 165,375 shares of common stock to Laird Cagan to extinguish this promissory note.
We employ Mr. Adam McAfee as Vice President, Finance at the base salary of $180,000. Mr. Adam McAfee is the brother of Mr. Eric McAfee, our Chief Executive Officer and Chairman of the Board. Mr. Adam McAfee received compensation, including stock option and warrant grants of $56,808 during fiscal year 2017 and $54,390 during the fiscal year 2016.
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OTHER MATTERS
Management does not know of any matter to be brought before the Annual Meeting, other than the matters described in the Notice of Annual Meeting accompanying this Proxy Statement. The persons named in the form of proxy solicited by the Board will vote all proxies which have been properly executed, and if any matters not set forth in the Notice of Annual Meeting are properly brought before the meeting, such persons will vote thereon in accordance with their best judgment.
HOUSEHOLDING
We have adopted a procedure approved by the Securities and Exchange Commission called “householding.” Under this procedure, a householding notice will be sent to stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials, and they will receive only one copy of our annual report and proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces our printing costs and postage fees. Each stockholder who participates in householding will continue to receive a separate proxy card.
If any stockholders in your household wish to receive a separate annual report and a separate proxy statement, they may call our Corporate Secretary, Todd Waltz, at (408) 213-0940 or write to Aemetis, Inc. at 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA 95014. They may also send an email to our Corporate Secretary at twaltz@aemetis.com. Other stockholders who have multiple accounts in their names or who share an address with other stockholders can authorize us to discontinue mailings of multiple annual reports and proxy statements by calling or writing to Investor Relations.
BY ORDER OF THE BOARD OF DIRECTORS
Todd Waltz
Corporate Secretary
Aemetis, Inc.
April 3, 2018
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AEMETIS, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS – MAY 17, 2018 AT 1:00 PM LOCAL TIME |  | |||||||||||
| CONTROL ID: | ||||||||||||
| REQUEST ID: | ||||||||||||
The undersigned hereby appoints Eric A. McAfee, Francis Barton, Lydia Beebe, John Block, and Dr. Steven Hutcheson (collectively, the “Proxies”), or any of them, each with the power of substitution, to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Aemetis, Inc., a Nevada corporation (the “Company”), to be held on Thursday, May 17, 2018 at 1:00 p.m. (Pacific Time), at the offices of Shearman & Sterling LLP, 1460 El Camino Real, Menlo Park, California 94025, and at any adjournments or postponements thereof. SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. IF NO SUCH DIRECTIONS ARE INDICATED, THE PROXIES WILL HAVE AUTHORITY TO VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEE LISTED ON THE REVERSE SIDE AND FOR PROPOSAL 2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. | ||||||||||||
| (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.) | ||||||||||||
| VOTING INSTRUCTIONS | ||||||||||||
| If you vote by phone, fax or internet, please DO NOT mail your proxy card. | ||||||||||||
 | MAIL: | Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope. | ||||||||||
 | FAX: | Complete the reverse portion of this Proxy Card and Fax to 202-521-3464. | ||||||||||
 | INTERNET: | https://www.iproxydirect.com/AMTX | ||||||||||
 | PHONE: | 1-866-752-VOTE(8683) | ||||||||||
| ANNUAL MEETING OF THE STOCKHOLDERS OFAEMETIS, INC. | PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒ | |||||||||
| PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS | ||||||||||
| Proposal 1 | FOR | WITHHOLD | ||||||||
| Election of Directors: | CONTROL ID: | |||||||||
| Dr. Steven W. Hutcheson | ☐ | ☐ | REQUEST ID: | |||||||
| Proposal 2 | FOR | AGAINST | ABSTAIN | |||||||
| To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. | ☐ | ☐ | ☐ | |||||||
| Proposal 3 | ||||||||||
| To transact such other business as may properly come before the meeting and any adjournment or postponement thereof. | ||||||||||
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: ☐ | ||||||||||
The Board of Directors recommends that you vote: “FOR” the one (1) individual nominated for election to the Board of Directors; and “FOR” ratification of RSM US LLP as our independent registered public accounting firm for fiscal year 2018. MARK HERE FOR ADDRESS CHANGE ☐ New Address (if applicable): _____________________________ _____________________________ _____________________________ | IMPORTANT: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Dated: ________________________, 2018 | |||||||||
___________________________________________ (Print Name of Stockholder and/or Joint Tenant) ______________________________________________ (Signature of Stockholder) ___________________________________________ (Second Signature if held jointly) | ||||||||||