Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
30 April 2024 - 6:16AM
Edgar (US Regulatory)
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
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the
Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☒ | Definitive Additional Materials |
☐ | Soliciting Material under Rule 14a-12 |
VERDE
CLEAN FUELS, INC.
(Name of registrant
as specified in its charter)
(Name of person(s)
filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes
that apply):
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a- 6(i)(1) and 0-11 |
c/o Continental Stock Transfer & Trust (“CST”)
1 State St., 30th Floor,
New York, NY 10004 |
You may vote your proxy when you view the
material on the Internet. You will be asked to
follow the prompts to vote your shares.
VERDE CLEAN FUELS, INC.
711 Louisiana St., Suite 2160
Houston, TX 77002
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
to be held on
Tuesday, June 18, 2024
|
*Stockholders are cordially invited to attend the Annual Meeting and to vote via the Internet or by mail. |
Dear Stockholder:
The 2024 Annual Meeting of Stockholders of Verde Clean Fuels, Inc.,
a Delaware corporation, will be conducted virtually over the Internet. You will be able to attend the Annual Meeting, vote your shares
electronically and submit your questions during the live webcast of the Annual Meeting being held on Tuesday, June 18, 2024 at 10:00 AM
Eastern Daylight Time by visiting https://www.cstproxy.com/verdecleanfuels/2024 and entering the 12-digit control number. You may register
for the Annual Meeting as early as 10:00 a.m. EDT on June 11, 2024. Pre-registration is recommended but not required for stockholders
of record. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the
Annual Meeting, as described in the Proxy Statement.
Proposals to be considered at the Annual Meeting:
| (1) | To re-elect Duncan Palmer and Graham van’t Hoff as Class I directors, to serve until the 2027 Annual Meeting of Stockholders
and until their successors shall have been duly elected and qualified or until their earlier resignation, death or removal; |
| (2) | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2024; and |
| (3) | To transact such other business as may properly be raised at the Annual Meeting or any adjournment or postponement thereof. |
The Board of Directors recommends a vote “FOR” the nominees
under Proposal 1 and “FOR” Proposal 2.
Your electronic vote authorizes the named proxies
to vote your shares in the same
manner as if you marked, signed, dated, and returned
the proxy card.
Vote during the Meeting:
If you plan to attend the virtual online Annual Meeting, you will need
your 12-digit control number to vote at the Annual Meeting. To attend, visit https://www.cstproxy.com/verdecleanfuels/2024. |
Vote Your Proxy on the Internet:
Go to https://www.cstproxyvote.com.
Have this notice available when you access the above website. Follow
the prompts to vote your shares. |
Vote via Mail:
Mark, sign and date your proxy card and return it in the postage-paid
envelope provided. |
|
The Proxy Materials are available for review
at:
https://www.cstproxy.com/verdecleanfuels/2024 |
CONTROL NUMBER |
|
711 Louisiana St., Suite 2160
Houston, TX 77002
Important Notice Regarding the Availability of Proxy Materials For
the 2024 Annual Meeting of Stockholders to be Held on June 18, 2024
The following Proxy Materials are available to you to review at:
https://www.cstproxy.com/verdecleanfuels/2024:
| - | the Company’s Annual Report for the year ended December
31, 2023; |
| - | the Company’s 2024 Proxy Statement; |
| - | any amendments to the foregoing materials that are required
to be furnished to stockholders. |
This is not a ballot. You cannot use this notice
to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the
Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
If you would like to receive a paper or e-mail
copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for
a copy as instructed below on or before June 7, 2024, to facilitate a timely delivery. You may also request that you receive paper copies
of all future proxy materials from the Company.
ACCESSING YOUR PROXY MATERIALS ONLINE
Have this notice available when you request
a paper copy of the proxy materials
or to vote your proxy electronically. You must
reference your Control number. |
REQUESTING A PAPER COPY OF THE PROXY MATERIALS
By telephone please call 1-888-266-6791, or
By logging on to https://www.cstproxy.com/verdecleanfuels/2024
or
By email at: proxy@continentalstock.com
Please include the company name and your control
number in the subject line. |
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