Proxy Soliciting Materials (revised) (prer14a)
Date : 03/19/2015 @ 6:02AM
To Our Stockholders:
Notice is hereby given of an annual meeting of stockholders of Hydrocarb Energy Corp. (the “Company”) to be held on May __, 2015 at 10:00 A.M. local time at 800 Gessner Road, Suite 375, Houston, Texas 77024 (the “Annual Meeting” or the “Meeting”), for the following purposes:
1. To elect two directors to the Board of Directors (the “Board”) 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. The Board recommends the approval by the stockholders of the following two nominees: Kent P. Watts and S. Chris Herndon.
2. To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock of the Company to 1,000,000,000 shares. The Board recommends that you approve and ratify an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock of the Company to 1,000,000,000 shares of common stock, $0.001 par value per share.
3. To approve an amendment to the Company’s Articles of Incorporation to authorize 100,000,000 shares of “blank check” preferred stock. The Board recommends that you approve and ratify an amendment to the Company’s Articles of Incorporation to authorize 100,000,000 shares of “blank check” preferred stock.
4. To approve the designation of 10,000 shares of Series A 7% Convertible Voting Preferred Stock. The Board recommends that you approve an amendment to the Company’s Articles of Incorporation setting forth the terms and conditions of the Company’s 10,000 shares of Series A 7% Convertible Voting Preferred Stock, which preferred stock was attempted to be designated by the Board of the Company in December 2013, without stockholder approval, and which Designation by our Board the Company now believes was contrary to the Company’s Articles of Incorporation, as described in greater detail below under “Proposal 4 - Approval of the Designation of 10,000 Shares of Series A 7% Convertible Voting Preferred Stock”, on page 32.
5. To ratify the appointment of MaloneBailey, LLP, as the Company’s independent auditors for the fiscal year ending July 31, 2015. The Board recommends that you approve and ratify the appointment of MaloneBailey, LLP, as the Company’s independent auditors for the fiscal year ending July 31, 2015.
6. To consider a non-binding advisory vote on compensation of our named executive officers. The Board recommends that you approve and ratify the compensation of our named executive officers.
7. To consider a non-binding advisory vote on the frequency of the advisory vote on compensation of our named executive officers. The Board recommends that you vote for “3 years” as to the frequency of holding advisory votes on the compensation of our named executive officers.
8. To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting for a quorum or to approve any of the proposals above. The Board recommends that you vote to approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting for a quorum or to approve any of the proposals above.
