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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aemetis Inc | NASDAQ:AMTX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.13 | -3.13% | 4.02 | 4.10 | 4.25 | 227 | 12:35:13 |
|
Page
|
Information
Concerning Solicitation of Proxies and Voting
|
5
|
Board
of Directors Meetings and Committees
|
11
|
Director
Compensation
|
17
|
Directors’
Outstanding Equity Awards At Fiscal Year End (2019)
|
18
|
Proposal 1:
Election of Directors
|
19
|
Proposal 2:
Ratification of (A) the Proposed Amendment to the Aemetis, Inc.
2019 Stock Plan and (B) the Proposed Director Stock Option
Grant
|
20
|
Proposal 3:
Ratification of Auditors
|
23
|
Executive
Compensation
|
24
|
Employment
Contracts And Termination Of Employment And Change-In-Control
Arrangements
|
27
|
Potential Payments
Upon Termination or Change-In-Control (2019)
|
29
|
Equity
Compensation Plans
|
30
|
Security Ownership
by Certain Beneficial Owners and Management
|
31
|
Delinquent Section
16(a) Reports
|
33
|
Certain
Relationships And Related Transactions
|
33
|
Other
Matters
|
33
|
Householding
|
34
|
Q:
|
What is the purpose of the Annual Meeting?
|
A:
|
To vote
on the following proposals:
● To
elect Lydia I. Beebe and John Block, each as a Class III Director,
to hold office for a three-year term, until their successors are
duly elected and qualified;
● To
ratify (A) the proposed amendment to the Aemetis, Inc. 2019 Stock
Plan and (B) the proposed director option
grant;
● To
ratify the appointment of RSM US LLP as our independent registered
public accounting firm for the fiscal year ending December 31,
2020; 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 two individuals nominated for election to the Board of
Directors;
● “FOR”
ratification of (A) the proposed amendment to the Aemetis, Inc.
2019 Stock Plan and (B) the proposed director stock option
grant;
● “FOR”
ratification of RSM US LLP as our independent registered public
accounting firm for the fiscal year ending December 31, 2020;
and
● “FOR”
or “AGAINST” other matters that properly come before
the Annual Meeting, as the proxy holders deem
advisable.
|
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
the 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) 213-0925, 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
April 14, 2020 (the “Record Date”) may vote at the
Annual Meeting. On the Record Date, we had a total of 20,683,562
shares of common stock issued and outstanding, which were held of
record by 245 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 the Company’s 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 the Company. 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.
|
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 April 14, 2020. 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 June 3, 2020.
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.
● 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.
|
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.
|
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/her 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.
● Proposal No. 3: 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. 3 (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 Proposals No. 1 and No.
2. 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” Proposals No. 2 and No. 3.
|
Q:
|
What constitutes a quorum?
|
A:
|
For purposes of our Annual Meeting, a “quorum” is the
presence, in person or by proxy, of 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), 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. There must be a quorum for
our Annual Meeting to be held.
|
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.
|
|
Q:
|
Who pays for the proxy solicitation process?
|
|
A:
|
Aemetis 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 2021 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) on the 90th day, and not earlier than on 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 2021 Annual Meeting must be received by Todd
Waltz, the Company’s Corporate Secretary, on or after
December 25, 2020, and
prior to 5:00 p.m. (Pacific Time) on January 24,
2021 and must satisfy the
requirements of the proxy rules promulgated by the SEC. If
our 2021 Annual Meeting of
Stockholders is not held within 30 days of June 4, 2021, we
will publicly announce a different submission deadline from that
set forth above, in compliance with SEC rules. The public
announcement of an adjournment or postponement of our 2021 Annual Meeting of
Stockholders will not trigger a new time period (or extend
any time period) for the giving of a stockholder’s notice as
described in 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 2019 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 2019 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.
|
|
Name
|
|
Age
|
|
Position
|
|
Director
Since
|
Classification
(Term
Expiration)
|
Eric A.
McAfee
|
|
57
|
|
Chief
Executive Officer, Chairman of the Board
|
|
2006
|
Class I
(2022)
|
Francis
P. Barton
|
|
73
|
|
Director
|
|
2012
|
Class I
(2022)
|
Lydia
I. Beebe
|
|
67
|
|
Director and
Nominee
|
|
2016
|
Class
III (2023)*
|
John R.
Block
|
|
85
|
|
Director
and Nominee
|
|
2008
|
Class
III (2023)*
|
Name of
Director
|
|
Audit
|
|
Governance,
Compensation and
Nominating
|
Francis
Barton
|
|
C
|
|
M
|
Lydia
I. Beebe
|
|
M
|
|
C
|
John R.
Block
|
|
M
|
|
-
|
M =
Member
|
|
C =
Chair
|
|
|
|
|
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
|
06/06/19
|
12,500(1)
|
-
|
.92
|
06/05/29
|
|
01/08/19
|
60,000(1)
|
-
|
.70
|
01/07/29
|
|
05/17/18
|
30,000(1)
|
-
|
1.71
|
05/16/28
|
|
01/18/18
|
60,000(1)
|
-
|
.70
|
01/18/28
|
|
11/16/17
|
30,000(1)
|
-
|
0.67
|
11/16/27
|
|
01/19/17
|
50,000(1)
|
-
|
1.72
|
01/19/27
|
|
05/19/16
|
51,000(2)
|
-
|
2.54
|
05/21/26
|
|
12/10/15
|
15,000(3)
|
-
|
2.59
|
12/10/25
|
Lydia I.
Beebe
|
06/06/19
|
10,000(1)
|
-
|
.92
|
06/05/29
|
|
01/08/19
|
50,000(1)
|
-
|
.70
|
01/07/29
|
|
05/17/18
|
30,000(1)
|
-
|
1.71
|
05/16/28
|
|
01/18/18
|
50,000(1)
|
-
|
0.70
|
01/18/28
|
|
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
|
10,000(4)
|
-
|
1.85
|
11/17/26
|
John R.
Block
|
06/06/19
|
8,000(1)
|
-
|
.92
|
06/05/29
|
|
01/08/19
|
40,000(1)
|
-
|
.70
|
01/07/29
|
|
05/17/18
|
25,000(1)
|
-
|
1.71
|
05/16/28
|
|
01/18/18
|
40,000(1)
|
-
|
0.70
|
01/18/28
|
|
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
|
36,000(2)
|
-
|
2.54
|
05/21/26
|
|
12/10/15
|
10,000(3)
|
-
|
2.59
|
12/10/25
|
Dr. Steven
Hutcheson
|
06/06/19
|
8,000(1)
|
-
|
.92
|
06/05/29
|
|
01/08/19
|
40,000(1)
|
-
|
.70
|
01/07/29
|
|
05/17/18
|
25,000(1)
|
-
|
1.71
|
05/16/28
|
|
01/18/18
|
40,000(1)
|
-
|
0.70
|
01/18/28
|
|
11/16/17
|
16,250(1)
|
-
|
0.67
|
11/16/27
|
|
01/19/17
|
31,250(1)
|
-
|
1.72
|
01/19/27
|
|
05/19/16
|
36,000(2)
|
-
|
2.54
|
05/21/26
|
|
12/10/15
|
10,000(3)
|
-
|
2.59
|
12/10/25
|
|
Shares of Common
Stock
|
|
Name
|
Underlying Options
|
Vesting
|
Francis
Barton
|
60,000 Options
|
Fully
vested
|
Lydia
I. Beebe
|
5,000 Options
|
Fully
vested
|
John
R. Block
|
109,000 Options
|
Fully
vested
|
Total:
|
174,000 Options
|
|
|
2018
|
2019
|
Audit
Fees
|
$349,225
|
$361,228
|
Audit-Related
Fees
|
8,000
|
-
|
Total Audit and
Audit-Related Fees
|
$357,225
|
$361,228
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
Eric A.
McAfee
|
|
57
|
|
Chief
Executive Officer and Chairman of the Board
|
Todd A.
Waltz
|
|
58
|
|
Executive
Vice President, Chief Financial Officer and Secretary
|
Andrew
B. Foster
|
|
54
|
|
Executive
Vice President and Chief Operating Officer
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Options Awards(1)
($)
|
Other Compensation ($)
|
Total Compensation ($)
|
|
|
|
|
|
|
|
Eric
A. McAfee,
Chief
Executive Officer
|
2019
|
310,000
|
50,000
|
-
|
-
|
360,000
|
|
|
|
|
|
|
|
|
2018
|
310,000
|
40,000
|
-
|
-
|
350,000
|
|
|
|
|
|
|
|
Todd
A. Waltz,
Chief
Financial Officer
|
2019
|
250,000
|
50,000
|
111,507
|
10,000
|
421,507
|
|
|
|
|
|
|
|
|
2018
|
250,000
|
40,000
|
141,997
|
10,000
|
441,997
|
|
|
|
|
|
|
|
Andrew
B. Foster,
Executive
Vice President
|
2019
|
230,000
|
50,000
|
97,074
|
9,200
|
386,274
|
|
|
|
|
|
|
|
|
2018
|
230,000
|
40,000
|
131,605
|
9,200
|
410,805
|
Name
|
Award
Date
|
No.
of Securities underlying unexercised options/warrants (#)
exercisable
|
No.
of Securities underlying unexercised options/warrants (#)
unexercisable
|
Options/Warrant
exercise price ($)
|
Option/Warrant
expiration date
|
|
|
|
|
|
|
Todd A.
Waltz
|
6/6/2019
|
10,833(2)
|
54,167(2)
|
0.92
|
6/5/2029
|
|
|
|
|
|
|
|
1/8/2019
|
30,000(2)
|
90,000(2)
|
0.70
|
1/7/2029
|
|
|
|
|
|
|
|
5/17/2018
|
30,000(2)
|
30,000(2)
|
1.71
|
5/16/2028
|
|
|
|
|
|
|
|
1/18/2018
|
70,000(2)
|
50,000(2)
|
0.70
|
1/18/2028
|
|
|
|
|
|
|
|
11/16/2017
|
30,000(1)
|
-
|
0.67
|
11/16/2027
|
|
|
|
|
|
|
|
1/19/2017
|
91,667(2)
|
8,333(2)
|
1.72
|
1/19/2027
|
|
|
|
|
|
|
|
5/19/2016
|
120,000(2)
|
-
|
2.54
|
5/21/2026
|
|
|
|
|
|
|
|
12/10/2015
|
20,000(3)
|
-
|
2.59
|
5/10/2025
|
|
|
|
|
|
|
|
5/21/2015
|
20,000(2)
|
-
|
4.35
|
5/21/2022
|
|
|
|
|
|
|
Andrew B.
Foster
|
6/6/2019
|
10,000(2)
|
50,000(2)
|
0.92
|
6/5/2029
|
|
|
|
|
|
|
|
1/8/2019
|
25,000(2)
|
75,000(2)
|
0.70
|
1/7/2029
|
|
|
|
|
|
|
|
5/17/2018
|
30,000(2)
|
30,000(2)
|
1.71
|
5/16/2028
|
|
|
|
|
|
|
|
1/18/2018
|
58,333(2)
|
41,667(2)
|
0.70
|
1/18/2028
|
|
|
|
|
|
|
|
11/16/2017
|
30,000(1)
|
-
|
0.67
|
11/16/2027
|
|
|
|
|
|
|
|
1/19/2017
|
91,667(2)
|
8,333(2)
|
1.72
|
1/19/2027
|
|
|
|
|
|
|
|
5/19/2016
|
100,000(2)
|
-
|
2.54
|
5/21/2026
|
|
|
|
|
|
|
|
12/10/2015
|
20,000(3)
|
-
|
2.59
|
5/10/2025
|
|
|
|
|
|
|
|
5/21/2015
|
20,000(2)
|
-
|
4.35
|
5/21/2022
|
Name
|
Category
of
Benefit
|
Termination
Without Cause or
Constructive Termination
Not in
Connection
with a
Change
in Control
($)
|
Termination
Without Cause or
Constructive Termination in Connection with
or after
a
Change in
Control ($)
|
Eric A.
McAfee
|
Salary
|
310,000
|
310,000
|
|
COBRA
|
39,152
|
39,152
|
|
Equity
Acceleration
|
-
|
-
|
|
Total
|
349,152
|
349,152
|
|
|
|
|
Todd A.
Waltz
|
Salary
|
250,000
|
250,000
|
|
COBRA
|
35,935
|
35,935
|
|
Equity
Acceleration
|
-
|
-
|
|
Total
|
285,935
|
285.935
|
|
|
|
|
Andrew B.
Foster
|
Salary
|
230,000
|
230,000
|
|
COBRA
|
38,406
|
38,406
|
|
Equity
Acceleration
|
-
|
-
|
|
Total
|
268,406
|
268,406
|
|
|
|
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(1)
|
Aemetis 2019 Stock
Plan Approved by Shareholders
|
374,000
|
0.92
|
73,146
|
Aemetis Amended
& Restated 2007 Stock Plan Approved by
Shareholders
|
3,346,500
|
1.43
|
—
|
Equity in the form
of warrants Approved by Shareholders
|
95,000
|
2.59
|
-
|
Equity in the form
of options issued to new hire employees not approved by security
holders
|
-
|
-
|
100,000
|
Equity compensation
plans not approved by security holders(2)
|
-
|
-
|
2,341,823
|
Total
|
3,815,500
|
|
2,514,969
|
|
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)
|
3,181,548
|
15.38%
|
-
|
*
|
Francis
Barton(2)
|
476,875
|
2.31%
|
-
|
*
|
Lydia I. Beebe
(3)
|
245,000
|
1.18%
|
-
|
*
|
John R. Block
(4)
|
410,962
|
1.99%
|
-
|
*
|
Dr. Steven
Hutcheson (5)
|
435,757
|
2.11%
|
-
|
*
|
Andrew Foster
(6)
|
465,000
|
2.25%
|
-
|
*
|
Todd A. Waltz
(7)
|
641,651
|
3.10%
|
-
|
*
|
All
officers and directors as a group (7 Persons)
|
5,856,793
|
28.32%
|
-
|
*
|
5%
or more Holders
|
|
|
|
|
Third Eye Capital
(8)
161 Bay Street,
Suite 3930
Toronto, Ontario
M5J 2S1
|
447,235
|
2.16%
|
-
|
*
|
Laird Cagan
(9)
20400 Stevens Creek
Blvd.,
Suite
700
Cupertino, CA
95014
|
1,665,489
|
8.05%
|
-
|
*
|
Mahesh
Pawani
Villa No. 6, Street
29, Community 317, Al Mankhool,
Dubai, United Arab
Emirates
|
53,536
|
*
|
400,000
|
30.23%
|
Frederick WB
Vogel
1660 N. La Salle
Drive
Apt
2411
Chicago, IL
60614
|
43,844
|
*
|
350,000
|
26.45%
|
1 Year Aemetis Chart |
1 Month Aemetis Chart |
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