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Share Name | Share Symbol | Market | Type |
---|---|---|---|
PEDEVCO Corp New | AMEX:PED | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.0137 | -1.40% | 0.9663 | 0.98 | 0.955 | 0.9606 | 41,387 | 01:00:00 |
PEDEVCO CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ASK YOU VOTE BY TELEPHONE, MAIL, FAX OR ON THE INTERNET USING THE INSTRUCTIONS ON THE PROXY CARD. | ||
Page
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GENERAL INFORMATION
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1 |
Information Contained In This Proxy Statement
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1 |
Important Notice Regarding the Availability of Proxy Materials
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1 |
Record Date and Shares Entitled to Vote
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1 |
Voting Process
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2 |
Revocability of Proxies
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2 |
Attendance at the Annual Meeting
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3 |
Conduct at the Meeting
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3 |
Quorum
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3 |
Votes Required to Approve Each Proposal
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3 |
Broker Non-Votes and Abstentions
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4 |
Board of Directors Voting Recommendations
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4 |
Mailing Costs and Solicitation of Proxies
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5 |
Inspector of Voting
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5 |
Stockholders Entitled to Vote at the Meeting
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5 |
Voting Instructions
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5 |
Stockholder of Record and Shares Held in Brokerage Accounts
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5 |
Multiple Stockholders Sharing the Same Address
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6 |
Voting Results
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6 |
Company Mailing Address
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6 |
VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS
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7 |
Security Ownership of Certain Beneficial Owners and Management
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7 |
Changes in Control
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10 |
CORPORATE GOVERNANCE
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10 |
Board Leadership Structure
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10 |
Risk Oversight
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10 |
Family Relationships
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11 |
Arrangements between Officers and Directors
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11 |
Series A Preferred Stock Appointment Rights
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11 |
Other Directorships
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11 |
Involvement in Legal Proceedings
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12 |
Board of Directors Meetings
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12 |
COMMITTEES OF THE BOARD
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12 |
Board Committee Membership
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12 |
Audit Committee
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13 |
Compensation Committee
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13 |
Nominating and Governance Committee
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13 |
Stockholder Communications with the Board
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14 |
Executive Sessions of the Board of Directors
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14 |
Director Independence
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14 |
Code of Ethics
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14 |
Report of the Audit Committee
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14 |
AUDIT COMMITTEE REPORT
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15 |
EXECUTIVE OFFICERS
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16 |
EXECUTIVE COMPENSATION
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17 |
Summary Compensation Table
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17 |
Outstanding Equity Awards at December 31, 2014
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18 |
Recent Issuances of Equity to Executive Officers and Directors
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19 |
Compensation of Directors
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19 |
Equity Compensation Plan Information
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20 |
Securities Authorized for Issuance under Equity Compensation Plans
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23 |
2014 Say on Pay Vote
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24 |
Executive Employment Agreements
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24 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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26 |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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34 |
PROPOSAL 1 - ELECTION OF DIRECTORS
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35 |
PROPOSAL 2 - APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE CONVERSION OF THE OUTSTANDING SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
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40 |
PROPOSAL 3 - AMENDMENT TO THE PEDEVCO CORP. 2012 EQUITY INCENTIVE PLAN
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46 |
PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF AUDITORS
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52 |
PROPOSAL 5 - ADJOURNMENT OF THE ANNUAL MEETING
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53 |
Stockholder Proposals for 2016 Annual Meeting of Stockholders and 2016 Proxy Materials
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54 |
Additional Filings
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54 |
Other Matters
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55 |
Interest of Certain Persons in or Opposition to Matters to Be Acted Upon
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55 |
Company Contact Information
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55 |
DOCUMENTS INCORPORATED BY REFERENCE
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55 |
Appendix A
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Amended and Restated Certificate of Designations of PEDEVCO Corp. Establishing the Designations, Preferences, Limitations and Relative Rights of its Series A Convertible Preferred Stock
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Appendix B
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Amended and Restated PEDEVCO Corp. 2012 Equity Incentive Plan
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● | In person. You may vote in person at the annual meeting. The Company will give you a ballot when you arrive. | |
● | Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the notice. | |
● | By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll free number found on the proxy card. | |
● | By Fax. If you request printed copies of the proxy materials by mail, you may vote by proxy by faxing your proxy to the number found on the proxy card. | |
● | By Mail. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card and returning it in the envelope provided. |
● |
submitting a written revocation prior to the annual meeting to the Corporate Secretary, PEDEVCO Corp., 4125 Blackhawk Plaza Circle, Suite 201, Danville, California 94506;
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● |
submitting another signed and later dated proxy card and returning it by mail in time to be received before our annual meeting or by submitting a later dated proxy by the Internet or telephone prior to the annual meeting; or
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● |
attending our annual meeting and voting in person.
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“FOR” election of all four director nominees to the board of directors, each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal (proposal 1);
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● |
“FOR” Approval and ratification, for purposes of Section 712 of the Company Guide of the NYSE MKT, of the issuance of up to 66,625,000 shares of common stock to Golden Globe Energy (US), LLC (and its assigns) upon conversion of our outstanding shares of Series A Convertible Preferred Stock (proposal 2);
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● |
“FOR” approval of an amendment to our 2012 Equity Incentive Plan, to increase by 3 million shares the number of shares of common stock reserved for issuance under the plan (proposal 3);
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● | “FOR” ratification of the appointment of GBH CPAs, PC, as our independent auditors for the fiscal year ending December 31, 2015 (proposal 4); and | |
● | “FOR” authorization of our board of directors, in its discretion, to adjourn the annual meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above at the time of the annual meeting (proposal 5). |
Common Stock
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Series A Preferred
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|||||||||||||||
Name and Address of Beneficial Owner
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Number of Voting Shares Beneficially Owned
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Percentage of Voting Shares Beneficially Owned(1)
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Number of Voting Shares Beneficially Owned(2)
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Percentage of Voting Shares Beneficially Owned(3)
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||||||||||||
Current Named Executive Officers and Directors
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||||||||||||||||
Frank C. Ingriselli
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2,791,385 | (4) | 6.2 | % | — | — | ||||||||||
Michael L. Peterson
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1,887,858 | (5) | 4.2 | % | — | — | ||||||||||
Clark R. Moore
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1,571,011 | (6) | 3.5 | % | — | — | ||||||||||
Elizabeth P. Smith
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176,776 | (7) | * | — | — | |||||||||||
David C. Crikelair
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110,109 | (8) | * | — | — | |||||||||||
David Z. Steinberg
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— | — | — | — | ||||||||||||
All Named Executive Officers and Directors as a group (six persons)
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6,537,139 | 14.3 | % | — | — | |||||||||||
Greater than 5% Stockholders
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||||||||||||||||
Yao Hang Finance (Hong Kong) Limited (9)
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4,333,336 | (10) | 9.6 | % | — | — | ||||||||||
Golden Globe Energy (US), LLC (11)
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3,409,445 | (12) | 7.7 | % | 66,625 | (13) | 100 | % | ||||||||
(1)
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Ownership voting percentages are based on [44,203,639] total shares of common stock which were outstanding as of the record date, August 21, 2015. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities. We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the securities shown as beneficially owned by such person. Additionally, shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of the applicable date below, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
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(2)
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As described in greater detail under “Proposal 2—Approval of the Issuance of Shares of Common Stock Upon the Conversion of the Outstanding Shares of Series A Convertible Preferred Stock”, beginning on page 40, each share of Series A Preferred Stock is not currently convertible into shares of common stock. Accordingly, holders of our Series A Preferred Stock are not deemed to beneficially own any shares of common stock which could be issuable upon conversion of such shares of Series A Preferred Stock. The holders of our Series A Preferred Stock vote together with the holders of our common stock, with one (1) vote per share of Series A Preferred Stock.
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(3)
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Ownership voting percentages are based on 66,625 total shares of Series A Preferred Stock which were outstanding as of the record date. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities.
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(4)
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Representing: (a) 1,261,941 fully-vested shares of common stock held by Mr. Ingriselli; (b) 896,500 unvested shares of common stock held by Mr. Ingriselli, which vest on various dates through July 1, 2017, provided that Mr. Ingriselli remains employed by us, or is a consultant to us, on such vesting dates; (c) options to purchase 390,800 shares of common stock exercisable by Mr. Ingriselli at an exercise price of $0.51 per share; (d) options to purchase 185,000 shares of common stock exercisable by Mr. Ingriselli at an exercise price of $0.37 per share; (e) warrants exercisable for 38,096 shares of common stock at $2.34 per share held by Global Venture Investments LLC, a limited liability company owned and controlled by Mr. Ingriselli (“GVEST”), which expire on December 16, 2017, and which securities Mr. Ingriselli is deemed to beneficially own; and (f) warrants exercisable for 19,048 shares of common stock at $5.25 per share held by GVEST which expire on March 22, 2017. Does not include options to purchase 185,000 shares of common stock at an exercise price of $0.37 per share, which had not vested as of the date of this proxy statement and do not vest within 60 days of this proxy statement. Mr. Ingriselli has voting control over his unvested shares of common stock. The vesting of options and restricted stock described above are subject in all cases to the Vesting Agreements described below under “Certain Relationships and Related Party Transactions—Vesting Agreements”, beginning on page 33.
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(5)
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Consisting of the following: (a) 36,668 fully-vested shares of common stock held by Mr. Peterson’s minor children; (b) 453,682 fully-vested shares of common stock (including shares held by a family trust which Mr. Peterson is deemed to beneficially own); (c) 798,250 unvested shares of common stock held by Mr. Peterson, which vest on various dates through October 8, 2017, provided that Mr. Peterson remains employed by us, or is a consultant to us, on such vesting dates; (d) options to purchase 100,000 shares of common stock exercisable by Mr. Peterson at an exercise price of $0.24 per share; (e) options to purchase 333,334 shares of common stock exercisable by Mr. Peterson at an exercise price of $0.51 per share; (f) options to purchase 162,500 shares of common stock exercisable by Mr. Peterson at an exercise price of $0.37 per share; and (g) 3,424 shares of common stock underlying currently exercisable options, of which options to purchase 2,977 shares are exercisable at $30.24 per share and options to purchase 447 shares are exercisable at $67.20 per share. Does not include options to purchase 162,500 shares of common stock at an exercise price of $0.37 per share, which had not vested as of the date of this proxy statement and do not vest within 60 days of this proxy statement. Mr. Peterson has voting control over his unvested shares of common stock. The vesting of options and restricted stock described above are subject in all cases to the Vesting Agreements described below under “Certain Relationships and Related Party Transactions—Vesting Agreements”, beginning on page 33.
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(6)
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Representing: (a) 531,984 fully-vested shares of common stock; (b) 28,667 fully-vested shares of common stock held by each of Mr. Moore’s two minor children, which he is deemed to beneficially own; (c) 610,500 unvested shares of common stock held by Mr. Moore, which vest on various dates through July 1, 2017, provided that Mr. Moore remains employed by us, or is a consultant to us, on such vesting dates; (d) options to purchase 233,334 shares of common stock exercisable by Mr. Moore at an exercise price of $0.51 per share; (e) options to purchase 135,000 shares of common stock exercisable by Mr. Moore at an exercise price of $0.37 per share; (f) warrants exercisable for 1,906 shares of common stock at $2.34 per share held by Mr. Moore which expire on December 16, 2017; and (g) warrants exercisable for 953 shares of common stock at $5.25 per share held by Mr. Moore which expire on March 22, 2017. Does not include options to purchase 135,000 shares of common stock at an exercise price of $0.37 per share, which had not vested as of the date of this proxy statement and do not vest within 60 days of this proxy statement. Mr. Moore has voting control over his unvested shares of common stock. The vesting of options and restricted stock described above are subject in all cases to the Vesting Agreements described below under “Certain Relationships and Related Party Transactions—Vesting Agreements”, beginning on page 33.
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(7)
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Representing: (i) 66,667 shares of common stock held by Ms. Smith; (ii) 13,334 shares of restricted stock held by Ms. Smith which vested in full on September 10, 2014; and (iii) 96,775 shares of restricted stock held by Ms. Smith which vest in full on September 10, 2015.
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(8)
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Representing: (i) 13,334 shares of restricted stock held by Mr. Crikelair which vested in full on September 10, 2014; and (ii) 96,775 shares of restricted stock held by Mr. Crikelair which vest in full on September 10, 2015.
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(9)
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Address: Room 5, 27/F, Richmond Comm. Bldg., 109 Argyle Street, Mongkok, Kowloon Hong Kong. Beneficial ownership information has not been provided to us despite multiple requests and we are not aware of the beneficial owners of the shares held by Yao Hang Finance (Hong Kong) Limited.
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(10)
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Representing: (i) 3,333,334 shares of common stock; (ii) warrants to purchase 333,334 shares of common stock with an exercise price of $3.75 per share which expire August 12, 2016; (iii) warrants to purchase 333,334 shares of common stock with an exercise price of $4.50 per share which expire August 12, 2016; and (iv) warrants to purchase 333,334 shares of common stock with an exercise price of $5.25 per share which expire August 12, 2016.
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(11)
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Address: c/o Platinum Partners, 250 West 55th Street, 14th Floor, New York, New York 10019. Includes beneficial holdings of Golden Globe Energy (US), LLC, a Delaware limited liability company (“GGE”), Platinum Partners Value Arbitrage Fund L.P., a Cayman Islands exempted limited partnership (“PPVA”), Platinum Management (NY) LLC, a Delaware limited liability company (“Platinum Management”), Platinum Partners Credit Opportunities Fund LLC, a Delaware limited liability company (“PPCO”), Platinum Credit Holdings LLC, a Delaware limited liability company (“Credit Holdings”), and Mark Nordlicht (collectively, the “GGE Parties”). GGE is a wholly-owned subsidiary of PPVA. Platinum Management is the investment manager and general partner of PPVA. Credit Holdings is the managing member of PPCO. Mark Nordlicht is the Chief Investment Officer of each of Platinum Management and Credit Holdings. By virtue of these relationships, each of PPVA, Platinum Management and Mark Nordlicht may be deemed to beneficially own the shares owned directly and beneficially by GGE. By virtue of these relationships, each of Credit Holdings and Mark Nordlicht may be deemed to beneficially own the shares owned directly by PPCO. The information set forth in this footnote 11 and footnotes 12 and 13 below is based solely on information filed with the Securities and Exchange Commission on Schedule 13D by the GGE Parties on March 6, 2015. The GGE Parties reported in the Schedule 13D that GGE, PPVA and Platinum Management, share voting and dispositive power of 3,375,000 shares of common stock and 66,625 shares of Series A Preferred, and PPCO and Credit Holdings share voting and dispositive power over 34,445 shares of common stock, and Mr. Nordlicht shares voting power over 3,409,445 shares of common stock and 66,625 shares of Series A Preferred.
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(12)
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Representing: (i) 3,375,000 shares of common stock held by Golden Globe Energy (US), LLC, and (ii) 34,445 shares of common stock held by Platinum Partners Credit Opportunities Fund LLC. See footnote 11 above.
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(13)
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Representing 66,625 shares of Series A Preferred Stock held by Golden Globe Energy (US), LLC. See footnote 12 above. The Series A Preferred Stock are convertible into shares of common stock subject to certain requirements and restrictions as described in greater detail herein, subject to stockholder approval at the annual meeting, described in greater detail under “Proposal 2—Approval of the Issuance of Shares of Common Stock Upon the Conversion of the Outstanding Shares of Series A Convertible Preferred Stock”, beginning on page 40.
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Director
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Audit Committee
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Compensation Committee
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Nominating and Corporate Governance Committee
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Independent
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||||||||||||
Frank C. Ingriselli (1)
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||||||||||||||||
David C. Crikelair
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C
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M
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M
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X
|
||||||||||||
Elizabeth P. Smith
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M
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C
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C
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X
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||||||||||||
David Z. Steinberg (2)
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X
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Name
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Age
|
Executive Position
|
||
Frank C. Ingriselli
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61
|
Chief Executive Officer
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Michael L. Peterson
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53
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Chief Financial Officer and President
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Clark R. Moore
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42
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Executive Vice President, General Counsel and Secretary
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Name and Principal Position
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Fiscal Year Ended
December 31
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Salary
($)*
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Bonus
($)
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Option Awards ($)(1)
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Stock
Awards
($)
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All Other
Compensation
($)
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Total
($)
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|||||||||||||||||||
Frank C. Ingriselli
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2014
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370,000 | 28,000 | - | 1,048,000 | (2) | - | 1,446,000 | ||||||||||||||||||
Chief Executive Officer and
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2013
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350,000 | 140,000 | - | 1,688,000 | (3) | - | 2,178,000 | ||||||||||||||||||
Chairman of the Board of Directors | ||||||||||||||||||||||||||
Michael L. Peterson
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2014
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303,000 | 22,000 | - | 1,048,000 | (4) | - | 1,373,000 | ||||||||||||||||||
Chief Financial Officer and President
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2013
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275,000 | 110,000 | - | 1,219,000 | (5) | - | 1,604,000 | ||||||||||||||||||
Clark R. Moore
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2014
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270,000 | 20,000 | - | 679,000 | (6) | - | 969,000 | ||||||||||||||||||
Executive Vice President,
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2013
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250,000 | 100,000 | - | 1,088,000 | (7) | - | 1,438,000 | ||||||||||||||||||
General Counsel and Secretary |
(1)
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Amounts in this column represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718. For additional information on the valuation assumptions with respect to the option grants, refer to Note 13 of our financial statements for the year ended December 31, 2014 included in our December 31, 2014 annual report. These amounts do not correspond to the actual value that will be recognized by the named individuals from these awards.
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(2)
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Consists of the value of 540,000 shares of restricted common stock granted in July 2014 valued at $1.94 per share.
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(3)
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Consists of the value of 450,000 shares of restricted common stock granted in August 2013 valued at $3.75 per share.
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(4)
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Consists of the value of 395,000 shares of restricted common stock granted in July 2014 valued at $1.94 per share and 200,000 shares of restricted common stock granted in October 2014 valued at $1.41 per share.
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(5)
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Consists of the value of 325,000 shares of restricted common stock granted in August 2013 valued at $3.75 per share.
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(6)
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Consists of the value of 350,000 shares of restricted common stock granted in July 2014 valued at $1.94 per share.
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(7)
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Consists of the value of 290,000 shares of restricted common stock granted in August 2013 valued at $3.75 per share.
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Outstanding Equity Awards at Fiscal Year-End
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Option Awards
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Stock Awards
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Name
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Number of securities underlying unexercised options (#) exercisable
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Number of securities underlying unexercised options (#) unexercisable
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Option Exercise price ($)
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Option expiration date
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Number of shares or units of stock that have not vested (#)
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Market value of shares or units of stock that have not vested ($)
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|||||||||||||||
Frank C. Ingriselli
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348,267 | - | $ | 0.51 |
6/18/2022
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270,000 | (1) | $ | 122,000 | ||||||||||||
42,534 | - | $ | 0.51 |
6/18/2022
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540,000 | (2) | $ | 243,000 | |||||||||||||
Michael L. Peterson
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447 | - | $ | 67.20 |
5/28/2018
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195,000 | (1) | $ | 88,000 | ||||||||||||
2,977 | - | $ | 30.24 |
2/2/2021
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395,000 | (2) | $ | 178,000 | |||||||||||||
100,000 | - | $ | 0.24 |
10/7/2021
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200,000 | (3) | $ | 90,000 | |||||||||||||
269,534 | - | $ | 0.51 |
6/18/2022
|
|||||||||||||||||
63,800 | - | $ | 0.51 |
6/18/2022
|
|||||||||||||||||
Clark Moore
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188,867 | - | $ | 0.51 |
6/18/2022
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174,000 | (1) | $ | 78,000 | ||||||||||||
44,467 | - | $ | 0.51 |
6/18/2022
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350,000 | (2) | $ | 158,000 |
(1)
|
Vesting with respect to 25% of these stock awards on each of February 9, 2015, August 9, 2015, February 9, 2016 and August 9, 2016, subject to the holder remaining an employee of or consultant to us on such vesting date, subject in all cases to the Vesting Agreements described below under “Certain Relationships and Related Party Transactions—Vesting Agreements”, beginning on page 33.
|
(2)
|
Vesting with respect to 20% of these stock awards on January 1, 2015, 20% on April 1, 2015, 20% on July 1, 2015, 10% on January 1, 2016, 10% on July 1, 2016, 10% on January 1, 2017 and 10% on July 1, 2017, subject to the holder remaining an employee of or consultant to us on such vesting date, subject in all cases to the Vesting Agreements described below under “Certain Relationships and Related Party Transactions—Vesting Agreements”, beginning on page 33.
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(3)
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Vesting with respect to 20% of these stock awards on April 8, 2015, 20% on October 8, 2015, 15% on April 8, 2016, 15% on October 8, 2016, 15% on April 8, 2017 and 15% on October 8, 2017, subject to the holder remaining an employee of or consultant to us on such vesting date, subject in all cases to the Vesting Agreements described below under “Certain Relationships and Related Party Transactions—Vesting Agreements”, beginning on page 33.
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Name
|
Fees Earned or
Paid in Cash
($)*
|
Stock
Awards ($) (1)
|
All Other
Compensation
($)
|
Total ($)
|
||||||||||||
David C. Crikelair
|
$
|
20,000
|
$
|
-
|
$
|
-
|
$
|
20,000
|
||||||||
Elizabeth P. Smith
|
$
|
20,000
|
$
|
-
|
$
|
-
|
$
|
20,000
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(A)
|
Weighted-average exercise price of outstanding options, warrants and rights
(B)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A)
(C)
|
|||||||||
Equity compensation plans approved by stockholders (1)
|
898,895
|
$
|
1.71
|
3,493,248
|
(2)
|
|||||||
Equity compensation plans not approved by stockholders (3)
|
2,422,516
|
$
|
1.49
|
-
|
||||||||
Total
|
3,321,411
|
$
|
1.55
|
3,493,248
|
(1)
|
Consists of (i) options to purchase 343,471 shares of common stock issued and outstanding under the Pacific Energy Development Corp. 2012 Amended and Restated Equity Incentive Plan, (ii) options to purchase 3,424 shares of common stock issued and outstanding under the Blast Energy Services, Inc. 2009 Incentive Plan, and (iii) options to purchase 552,000 shares of common stock issued and outstanding under the PEDEVCO Corp. 2012 Amended and Restated Equity Incentive Plan.
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(2)
|
Consists of 3,493,248 shares of common stock reserved and available for issuance under the PEDEVCO Corp. 2012 Amended and Restated Equity Incentive Plan.
|
(3)
|
Consists of (i) options to purchase 928,335 shares of common stock granted by Pacific Energy Development Corp. to employees and consultants of the Company in October 2011 and June 2012, and (ii) warrants to purchase 1,494,181 shares of common stock granted by Pacific Energy Development Corp. and PEDEVCO Corp. to placement agents and consultants between April 2012 and November 2014.
|
FRANK C. INGRISELLI (Age 61)
CHAIRMAN
Director since July 2012
|
|
Mr. Ingriselli has served as our Executive Chairman of the board of directors and Chief Executive Officer since our acquisition of Pacific Energy Development in July 2012, and as our President from July 2012 to October 2014. Mr. Ingriselli also served as the President, Chief Executive Officer, and Director of Pacific Energy Development since its inception in February 2011 through its July 2012 acquisition by the Company. Mr. Ingriselli began his career at Texaco, Inc. in 1979 and held management positions in Texaco’s Producing-Eastern Hemisphere Department, Middle East/Far East Division, and Texaco’s International Exploration Company. While at Texaco, Mr. Ingriselli negotiated a successful foreign oil development investment contract in China in 1983. In 1992, Mr. Ingriselli was named President of Texaco International Operations Inc. and over the next several years directed Texaco’s global initiatives in exploration and development. In 1996, he was appointed President and CEO of the Timan Pechora Company, a Houston, Texas headquartered company owned by affiliates of Texaco, Exxon, Amoco and Norsk Hydro, which was developing an investment in Russia. In 1998, Mr. Ingriselli returned to Texaco’s Executive Department with responsibilities for Texaco’s power and natural gas operations, merger and acquisition activities, pipeline operations and corporate development. In August 2000, Mr. Ingriselli was appointed President of Texaco Technology Ventures, which was responsible for all of Texaco’s global technology initiatives and investments. In 2001, Mr. Ingriselli retired from Texaco after its merger with Chevron, and founded Global Venture Investments LLC, which we refer to as GVEST, an energy consulting firm, for which Mr. Ingriselli continues to serve as the President and Chief Executive Officer. We believe Mr. Ingriselli’s positions with GVEST require only an immaterial amount of Mr. Ingriselli’s time and do not conflict with his roles or responsibilities with our company. In 2005, Mr. Ingriselli co-founded Erin Energy Corporation (NYSE: ERN) (formerly CAMAC Energy, Inc.) an independent energy company headquartered in Houston, Texas, and served as its President, Chief Executive Officer and a member of its board of directors from 2005 to July 2010.
From 2000 to 2006, Mr. Ingriselli sat on the board of directors of the Electric Drive Transportation Association (where he was also Treasurer) and the Angelino Group, and was an officer of several subsidiaries of Energy Conversion Devices Inc., a U.S. public corporation engaged in the development and commercialization of environmental energy technologies. From 2001 to 2006, he was a Director and Officer of General Energy Technologies Inc., a “technology facilitator” to Chinese industry serving the need for advanced energy technology and the demand for low-cost high quality components, and Eletra Ltd, a Brazilian hybrid electric bus developer. Mr. Ingriselli currently sits on the Advisory Board of Directors of the Eurasia Foundation, a Washington D.C.-based non-profit that funds programs that build democratic and free market institutions in the new independent states of the former Soviet Union.
Mr. Ingriselli graduated from Boston University in 1975 with a Bachelor of Science degree in Business Administration. He also earned a Master of Business Administration degree from New York University in both Finance and International Finance in 1977 and a Juris Doctor degree from Fordham University School of Law in 1979.
Mr. Ingriselli brings to the board of directors over 36 years’ experience in the energy industry. The board of directors believes that Mr. Ingriselli’s experience with our acquired subsidiary Pacific Energy Development and the insights he has gained from these experiences will benefit our future plans to evaluate and acquire additional oil producing properties and that they qualify him to serve as our director.
|
DAVID C. CRIKELAIR (Age 67)
CHAIRMAN OF THE AUDIT COMMITTEE
Director since September 2013
|
|
Mr. Crikelair joined our board of directors on September 10, 2013, immediately prior to the listing of our common stock on the NYSE MKT. Mr. Crikelair has more than 40 years of experience in the oil and gas industry, and has broad experience in the areas of corporate finance, banking, capital markets and financial reporting. Since 2001, Mr. Crikelair has been as co-owner and serves as a Managing Partner of FrontStreet Partners, LLC, a privately-held energy and real estate investment firm. Previously, Mr. Crikelair spent most of his career with Texaco Inc. and affiliates, serving in various financial and operating positions, including: Vice President of Texaco Inc. (1991 - 1999), corporate Treasurer (1986 - 1991), and Head of the Alternate Energy Department (1991 - 1996), responsible for worldwide co-generation and power businesses, technology licensing, gasification business, ethanol manufacturing, intellectual property, and non-oil and gas natural resources. Mr. Crikelair also served as Chief Financial Officer of Equilon Enterprises, LLC (1998 - 1999), the major Houston based joint venture of the Shell Oil Company and Texaco Inc. focused on the refining, marketing, trading, transportation and lubricant businesses. Mr. Crikelair also served as a Director of Caltex Petroleum Corporation, the principal international refining and marketing joint venture company owned by Texaco Inc. and Chevron. He also served as Chief Financial Officer for a privately-held software company focused on collaborative supply chain activities.
Mr. Crikelair has served as a member of various not for profit community and governmental organizations and boards. He continues to be involved in a number of charitable organizations. Mr. Crikelair graduated from Franklin and Marshall College in 1969 with a Bachelor of Arts degree in Mathematics and received a Master’s of Business Administration in Corporate Finance from the New York University Graduate School of Business Administration in 1971.
The board of directors believes that Mr. Crikelair’s over 40 years’ experience in corporate finance, banking, capital markets and financial reporting in the energy industry, and the insights he has gained from these experiences, will provide crucial guidance for our future operations, capital raising efforts, and oversight of our financial reporting and internal controls.
|
ELIZABETH P. SMITH (Age 65)
CHAIRWOMAN OF THE COMPENSATION COMMITTEE
CHAIRWOMAN OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Director since September 2013
|
|
Ms. Smith joined our board of directors on September 10, 2013, immediately prior to the listing of our common stock on the NYSE MKT. Ms. Smith retired from Texaco Inc. as Vice President-Investor Relations and Shareholder Services in late 2001 following its merger with Chevron Corp. Ms. Smith was also the Corporate Compliance Officer for Texaco and was a member of the Board of Directors of The Texaco Foundation. Ms. Smith joined Texaco’s Legal Department in 1976. As an attorney in the Legal Department, Ms. Smith handled administrative law matters and litigation. She served as Chairman of the American Petroleum Institute’s Subcommittee on Department of Energy Law for the 1983-1985 term. Ms. Smith was appointed Director of Investor Relations for Texaco, Inc. in 1984, and was named Vice President of the Corporate Communications division in 1989. In 1992, Ms. Smith was elected a Vice President of Texaco Inc. and assumed additional responsibilities as head of that company’s Shareholder Services Group. In 1999, Ms. Smith was named Corporate Compliance Officer for Texaco. Ms. Smith served as a Director of Pacific Asia Petroleum, Inc. until its merger with Erin Energy Corporation (formerly CAMAC Energy, Inc.) in April of 2010.
Ms. Smith was elected to the Board of Directors of Finance of Darien, Connecticut, in November 2007, and since November 2010, has been serving as the Chairman. In June of 2012, Ms. Smith was elected a Trustee of St. Luke’s School in New Canaan, Connecticut, and in 2013, Ms. Smith was elected as Treasurer of the Board of Directors of Trustees. Ms. Smith also serves on the Financial Affairs Committee and the Investment Committee. From 2007 through 2010, Ms. Smith has also served as a Board of Directors Member of the Community Fund of Darien, Connecticut, and from 1996 through 2006, Ms. Smith served on the Board of directors of INROADS/Fairfield Westchester Counties, Inc. From 2002 through 2005, Ms. Smith served as a member of the Board of Directors of Families With Children From China-Greater New York, and from 2004 through 2005, she served as a member of the Board of Directors of The Chinese Language School of Connecticut. While at Texaco, Ms. Smith was an active member in NIRI (National Investor Relations Institute) and the NIRI Senior Roundtable. She has been a member and past President of both the Investor Relations Association and the Petroleum Investor Relations Association. Ms. Smith was a member of the Board of Directors of Trustees of Marymount College Tarrytown from 1993 until 2001. She was also a member of the Board of Directors of The Education and Learning Foundation of Westchester and Putnam Counties from 1993 to 2002.
Ms. Smith graduated from Bucknell University in 1971 with a Bachelor of Arts degree, cum laude, and received a Doctor of Jurisprudence degree from Georgetown University Law Center in 1976.
The board of directors believes that Ms. Smith’s over 30 years’ experience in corporate compliance, investor relations, and law in the energy industry working at a major U.S. oil and gas company, and the insights she has gained from these experiences, will provide crucial guidance for our future operations and compliance efforts.
|
DAVID Z. STEINBERG (Age 33)
Director since July 2015
|
|
Mr. Steinberg joined our board of directors on July 15, 2015. Mr. Steinberg joined Platinum Management (NY) LLC (“PM LLC”), a New York based investment management firm, in May 2009, and currently serves as a portfolio manager at PM LLC and heads its structured products credit group. Mr. Steinberg received his Masters of Business Administration degree, with a concentration in finance, cum laude, from The New York Institute of Technology in 2009.
Mr. Steinberg serves on the board of directors as a designee appointed by GGE. The board of directors believes that Mr. Steinberg’s extensive knowledge and experience in corporate debt finance and banking in the energy industry, and the insights he has gained from these experiences, will provide crucial guidance for our future corporate finance efforts.
|
2014
|
2013
|
|||||||
GBH CPAs, PC:
|
||||||||
Audit Fees(1)
|
$
|
272
|
$
|
191
|
||||
Audit-Related Fees(2)
|
31
|
101
|
||||||
Tax Fees(3)
|
63
|
-
|
||||||
All Other Fees(4)
|
3
|
212
|
||||||
Total
|
$
|
369
|
$
|
504
|
(1)
|
Audit fees include professional services rendered for (1) the audit of our annual financial statements for the fiscal years ended December 31, 2014 and 2013 and (ii) the reviews of the financial statements included in our quarterly reports on Form 10-Q for such years.
|
(2)
|
Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”
|
(3)
|
Tax fees include professional services relating to preparation of the annual tax return.
|
(4)
|
Other fees include professional services for review of various filings and issuance of consents.
|
(a)
|
No officer or director of us has any substantial interest in the matters to be acted upon, other than his or her role as an officer or director of us, or as a stockholder of us.
|
(b)
|
No director of us has informed us that he or she intends to oppose the action taken by us set forth in this proxy statement.
|
By Order of the Board of Directors,
|
|
Frank C. Ingriselli, Chairman and Chief Executive Officer
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Form 426
|
Resolution Relating to a
Series of Shares
|
This space reserved for office use.
|
(Revised 05/11)
|
||
Return in duplicate to:
|
||
Secretary of State
|
||
P.O. Box 13697
|
||
Austin, TX 78711-3697
|
||
512 463-5555
|
||
FAX: 512/463-5709
|
||
Filing Fee: $15
|
||
Entity Information
|
PEDEVCO Corp.
|
The file number issued to the filing entity by the secretary of state is:
|
0800949748
|
Copy of Resolution
|
(Please check only one box.)
|
Adoption of Resolution
|
The resolutions was adopted by all necessary actions on the part of the corporation on:
|
02/20/2015
|
mm/dd/yyyy
|
Effectiveness of Filing (Select either A, B, or C.)
|
Execution
|
Date:
|
February 20, 2015
|
|||
/s/ Clark Moore
|
||||
Clark Moore, EVP
|
||||
Signature and title of authorized officer
|
DIRECTORS:
|
||
/s/Frank C. Ingriselli
|
||
Frank C. Ingriselli
|
||
Director
|
||
/s/David C. Crikelair
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||
David C. Crikelair
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||
Director
|
||
/s/Elizabeth P. Smith
|
||
Elizabeth P. Smith
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||
Director
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Date of Conversion: _________________
Number of Preferred Shares Held by Holder: _________________
Being Converted Hereby:
Tranche: _________________
Preferred Stock Shares Owned After Conversion: _________________
Number of Shares of Common Stock (“Shares”) To Be Issued: _________________
|
If stock certificates are to be issued, in the following name and to the following address:
|
If DWAC is permissible, to the following brokerage account:
|
__________________________________
__________________________________
__________________________________
__________________________________
__________________________________
|
Broker: ____________________________________
DTC No.:
___________________________________
Acct. Name:
_________________________________
For Further Credit (if applicable):
____________________________________
|
_______________________________________
(Print Name of Holder)
By/Sign: _______________________________
Print Name: ____________________________
Print Title: _____________________________
|
PEDEVCO CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS – October 7, 2015 AT 10:00 A.M.
|
||||||||||||
CONTROL ID:
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|
|||||||||||
REQUEST ID:
|
|
|||||||||||
The undersigned stockholder of PEDEVCO CORP., a Texas corporation (the “Company”), hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement of the Company, each dated on or around August 25, 2015, and hereby appoints Frank C. Ingriselli and Clark R. Moore (the “Proxies”) proxies and attorneys-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2015 Annual Meeting of Stockholders of the Company, to be held on October 7, 2015, at 10:00 a.m. local time at the Hilton Stamford Hotel & Executive Meeting Center, 1 First Stamford Place, Stamford, Connecticut, 06902, and at any adjournment or adjournments thereof, and to vote all shares of the Company that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side, and all such other business as may properly come before the meeting. You hereby revoke all proxies previously given.
|
||||||||||||
(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/PED
|
|||||||||||
PHONE:
|
Call toll free 1-866-752-VOTE (8683)
|
|||||||||||
ANNUAL MEETING OF THE STOCKHOLDERS OF
PEDEVCO CORP.
|
PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ý
|
|||||||||||
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
|
||||||||||||
Proposal 1
|
à
|
FOR
ALL
|
AGAINST
ALL
|
FOR ALL
EXCEPT
|
||||||||
Election of Directors:
|
¨
|
o | ||||||||||
Frank C. Ingriselli
|
|
¨
|
||||||||||
David C. Crikelair
|
|
¨
|
CONTROL ID:
|
|
||||||||
Elizabeth P. Smith
|
|
¨
|
REQUEST ID:
|
|
||||||||
David Z. Steinberg
|
|
¨
|
||||||||||
Proposal 2
|
à
|
FOR
|
AGAINST
|
ABSTAIN
|
||||||||
To approve the issuance of up to 66,625,000 shares of common stock to Golden Globe Energy (US), LLC (and its assigns) upon conversion of our outstanding shares of Series A Convertible Preferred Stock
|
¨
|
¨
|
¨
|
|||||||||
Proposal 3
|
à
|
FOR
|
AGAINST
|
ABSTAIN
|
||||||||
To approve an amendment to the company’s 2012 Equity Incentive Plan, to increase by 3,000,000 the number of shares of common stock reserved for issuance under the plan.
|
¨
|
¨
|
¨
|
|||||||||
Proposal 4
|
à
|
FOR
|
AGAINST
|
ABSTAIN
|
||||||||
Ratification of the appointment of GBH CPA’s, PC, as the company’s independent auditors for the fiscal year ending December 31, 2015.
|
¨
|
¨
|
¨
|
|||||||||
Proposal 5
|
à
|
FOR
|
AGAINST
|
ABSTAIN
|
||||||||
To approve the adjournment of the annual meeting, if necessary or appropriate, to solicit additional proxies.
|
¨
|
¨
|
¨
|
|
||||||||
MARK HERE FOR ADDRESS CHANGE o
|
||||||||||||
New Address (if applicable):
________________________
________________________
________________________
|
||||||||||||
This Proxy, when properly executed will be voted as provided above, or if no contrary direction is indicated, it will be voted “For All” In Proposal 1, “For” Proposals 2 Through 5, and for all such other business as may properly come before the meeting in the sole determination of the Proxies.
|
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: ________________________, 2015
|
|||||||||||
(Print Name of Stockholder and/or Joint Tenant)
|
||||||||||||
(Signature of Stockholder)
|
||||||||||||
(Second Signature if held jointly)
|
||||||||||||
|
1 Year PEDEVCO Chart |
1 Month PEDEVCO Chart |
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