√
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Preliminary
proxy statement.
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Confidential,
for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
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Definitive
Proxy Statement.
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Definitive
Additional Materials.
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Soliciting
Material Pursuant to §240.14a-12.
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√
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No fee required. | |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
(1) |
Title
of each class of securities to which transaction
applies:
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(2) |
Aggregate
number of securities to which transaction applies:
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(3) |
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) |
Proposed
maximum aggregate value of transaction:
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(5) |
Total
fee paid:
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Fee paid previously with preliminary materials. | |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or the form or schedule and the date of its filing. | |
(1) |
Amount
Previously Paid:
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(2) |
Form,
Schedule or Registration Statement No.:
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(3) |
Filing
Party:
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(4) |
Date
Filed:
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(1)
|
to
elect four directors: Lee E. Mikles, Edwin A. Levy, Thomas R. Evans and
Donald C. Bedell;
|
|
(2)
|
to
cancel the admission of the Company’s stock and warrants to AIM, a market
operated by of the London Stock Exchange plc (“AIM”), on
July 13, 2008;
|
|
(3)
|
to
ratify the appointment of RubinBrown LLP as the Company’s independent
auditors for the years ending December 31, 2007 and 2008;
and
|
|
(4)
|
to
transact such other business as may properly come before the
meeting.
|
By
Order of the Board of Directors,
|
|
Douglas
D. Hommert, Corporate Secretary
|
|
·
|
The
election of Donald C. Bedell and Edwin A. Levy as Class A directors
of the Company for terms expiring at the 2010 Annual Meeting of
shareholders and the election of Lee E. Mikles and Thomas R. Evans as
Class B directors of the Company for terms expiring at the 2011
Annual Meeting of shareholder;
|
|
·
|
The
cancellation of the admission of our common stock to AIM, a market
operated by the London Stock Exchange plc (“AIM”), expected
to be on July 13, 2008; and
|
|
·
|
The
ratification of the appointment of RubinBrown LLP as our independent
auditors for the years ending December 31, 2007 and
2008.
|
|
·
|
The
cancellation of the admission of our warrants to AIM expected to be
on July 13, 2008.
|
Name,
Age and Positions with the Company
|
Director
of
the
Company
Since
|
|
Edwin
A. Levy, 71. Mr. Levy has been a member of our Board since
November 2005.
|
2005
|
|
Donald
C. Bedell, 67. Mr. Bedell has been a member of our Board since
March 17, 2008.
|
2008
|
Name,
Age and Positions with the Company
|
Director
of
the
Company
Since
|
|
Lee
E. Mikles, 52. Mr. Mikles has been our chief executive officer
and a member of our Board since inception. In addition, he
served as our principal financial officer before our acquisition of
FutureFuel Chemical Company and thereafter through January 31,
2008.
|
2005
|
|
Thomas
R. Evans, 53. Mr. Evans has been a member of our Board since
May 2006.
|
2006
|
Name,
Age and Positions with the Company
|
Director
of
the
Company
Since
|
|
Paul
A. Novelly, 64. Mr. Novelly has been our chairman of the board
since our incorporation in August 2005.
|
2005
|
|
Richard
L. Knowlton, 75. Mr. Knowlton s been a member of our Board
since January 2007.
|
2007
|
|
Paul
G. Lorenzini, 68. Mr. Lorenzini has been a member of our Board
since January 2007. On April 21, 2008, he became our chief
operating officer.
|
2007
|
New
York
Stock
Exchange
|
American
Stock
Exchange
|
NASDAQ
Global
Market
|
NASDAQ
Capital
Market
|
|
Initial
listing requirements
|
500
|
400
|
400
|
300
|
Continued
listing requirements
|
-
|
300
|
400
|
300
|
·
|
the
issuer of the securities must comply with the reporting requirements
pursuant to Section 13, 15(d) or 12(g)(2)(B) of the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange
Act”);
|
·
|
the
issuer of the securities must not be a blank check or inactive
company;
|
·
|
the
issuer of the securities must have a minimum of 40 stockholders of
record;
|
·
|
a
market maker must submit a Form 211 application to the NASD;
and
|
·
|
the
issuer must meet the Sarbanes-Oxley Act Section 302 compliance
regarding certification
requirement.
|
2007
|
2006
|
|||||||
KPMG,
LLP
|
||||||||
Audit
Fees
|
$ | 464,900 | $ | 675,000 | ||||
Audit-Related
Fees
|
- | - | ||||||
Tax
Fees
|
- | - | ||||||
All
Other Fees
|
- | 170,177 | ||||||
Total
KPMG, LLP
|
464,900 | 845,177 | ||||||
RubinBrown
LLP
|
||||||||
Audit
Fees
|
- | - | ||||||
Audit-Related
Fees
|
- | - | ||||||
Tax
Fees
|
2,500 | - | ||||||
All
Other Fees
|
10,730 | - | ||||||
Total
RubinBrown LLP
|
13,230 | - | ||||||
Total
|
$ | 478,130 | $ | 845,177 |
Common
Stock
|
Warrants
|
Fully
Diluted
|
||||||||||
Name and Address of Beneficial
Owner
|
Amount
of
Beneficial
Ownership
|
Percent
of
Common
Stock
|
Amount
of
Beneficial
Ownership
|
Percent
of
Warrants
|
Amount
of
Beneficial
Ownership
|
Percent
of
Common
Stock
and
Warrants(g)
|
||||||
Paul
A. Novelly, 8235 Forsyth
Blvd.,
4th
Floor, Clayton, MO
63105(a)
|
8,931,350
|
33.5%
|
6,793,850
|
30.2%
|
15,725,200
|
32.0%
|
||||||
Lee
E. Mikles, 1486 E. Valley
Road,
Santa Barbara, CA 93108(b)
|
2,100,000
|
7.9%
|
12,500
|
0.1%
|
2,112,500
|
4.3%
|
||||||
SOF
Investments, L.P., 645 5th
Avenue,
21st
Floor, New York,
NY
10022(c)
|
1,800,000
|
6.7%
|
1,800,000
|
8.0%
|
3,600,000
|
7.3%
|
||||||
Fir
Tree, LLC, Camellia Partners, LLC, Jeffrey Tannenbaum and Andrew
Fredman
505
Fifth Avenue, 23rd
Floor
New
York, NY 10017(d)
|
1,600,000
|
6.0%
|
1,350,000
|
6.0%
|
2,950,000
|
6.0%
|
||||||
Morstan
Nominees Limited, 25
Cabot
Square, Canary Wharf,
London
E144QA, U.K.(e)
|
2,170,841
|
8.1%
|
1,296,523
|
5.8%
|
3,467,364
|
7.0%
|
||||||
Vidacos
Nominees Limited,
Citigroup
Centre, Canada Square,
Canary
Wharf, London E14 5LB,
United
Kingdom(f)
|
834,968
|
3.1%
|
1,894,554
|
8.4%
|
2,729,522
|
5.6%
|
(a)
|
Includes
8,306,350 shares of common stock and 6,168,850 warrants held by St. Albans
Global Management, Limited Partnership, LLLP and 625,000 shares of common
stock and 625,000 warrants held by Apex Holding Co. Mr. Novelly
is the chief executive officer of both of these entities and thereby has
voting and investment power over such shares, but he disclaims beneficial
ownership except to the extent of a minor pecuniary
interest.
|
(b)
|
Includes
2,000,000 shares of common stock held by Lee E. Mikles Revocable Trust
dated March 26, 1996 and 100,000 shares of common stock held by Lee
E. Mikles Gift Trust dated October 6, 1999. Also includes
12,500 warrants held by the Alison L. Mikles Irrevocable
Trust. Miss Mikles is the minor child of Mr. Mikles and lives
in Mr. Mikles household. However, Mr. Mikles is not the trustee
of such trust and disclaims beneficial
ownership.
|
(c)
|
Based
solely upon review of a Schedule 13G filed with the SEC on
February 14, 2008, we understand that SOF Investments, L.P. is the
record and direct beneficial owner of the shares and warrants listed
above, MSD Capital, L.P. is the general partner of SOF Investments and may
be deemed to indirectly beneficially own securities owned by SOF
Investments, and MSD Capital Management LLC is the general partner of MSD
Capital, L.P. We have no knowledge as to the beneficial owners
of MSD Capital Management LLC.
|
(d)
|
Based
solely upon information contained in a Form 3 filed with the SEC on
March 7, 2008, Fir Tree, L.L.C. is the general partner of Fir Tree
Value Master Fund, LP, a Cayman Islands exempted limited partnership
(“Fir
Tree Value”), and Camellia Partners, LLC is the general partner of
Fir Tree Capital Opportunity Master Fund, LP, a Cayman Islands exempted
limited partnership (“Fir Tree
Capital Opportunity”). Fir Tree, L.L.C. and Camellia
Partners, LLC hold indirectly the common stock through the accounts of Fir
Tree Capital Opportunity and Fir Tree Value; Jeffrey Tannenbaum, a
principal of Fir Tree, L.L.C. and Camellia Partners, LLC, and Andrew
Fredman, another principal of Camellia Partners, LLC, at the time of
purchase, controlled the disposition and voting of the common
stock. We have no knowledge as to the beneficial owners of Fir
Tree, L.L.C. or Camellia Partners,
LLC.
|
(e)
|
We
have no knowledge as to the beneficial owners of Morstan Nominees
Limited.
|
(f)
|
Includes
shares of common stock and warrants held by Vidacos Nominees Limited
Designation: BAR; Vidacos Nominees Limited Designation: 1952; Vidacos
Nominees Limited Designation: 1953;
Vidacos
|
|
Nominees
Limited Designation: 2071; Vidacos Nominees Limited Designation: BEAR;
Vidacos Nominees Limited Designation: DMG7; and Vidacos Nominees Limited
Designation: SSBL. We have no knowledge as to the beneficial
owners of these entities.
|
(g)
|
Assumes
the exercise of all warrants issued and outstanding as of the date of this
Proxy Statement.
|
Common
Stock
|
Warrants
|
Fully
Diluted
|
||||||||||
Name and Address of Beneficial
Owner
|
Amount
of
Beneficial
Ownership
|
Percent
of
Common
Stock
|
Amount
of
Beneficial
Ownership
|
Percent
of
Warrants
|
Amount
of
Beneficial
Ownership
|
Percent
of
Common
Stock
and
Warrants(d)
|
||||||
Paul
A. Novelly(a)
|
8,931,350
|
33.5%
|
6,793,850
|
30.2%
|
15,725,200
|
32.0%
|
||||||
Lee
E. Mikles(b)
|
2,100,000
|
7.9%
|
12,500
|
0.1%
|
2,112,500
|
4.3%
|
||||||
Douglas
D. Hommert(c)
|
250,000
|
0.9%
|
--
|
--
|
250,000
|
0.5%
|
||||||
Edwin
A. Levy
|
250,000
|
0.9%
|
--
|
--
|
250,000
|
0.5%
|
||||||
Thomas
R. Evans
|
30,000
|
0.1%
|
30,000
|
0.1%
|
60,000
|
0.1%
|
||||||
Richard
L. Knowlton
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
Paul
G. Lorenzini
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
Donald
C. Bedell
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
David
Baker
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
Benjamin
Ladd
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
Gary
Hess
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
Samuel
Dortch
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
--
|
--
|
--
|
--
|
--
|
--
|
|||||||
All
directors and named executive officers
|
11,561,350
|
43.3%
|
6,836,350
|
30.4%
|
18,397,700
|
37.4%
|
(a)
|
Includes
8,306,350 shares of common stock and 6,168,850 warrants held by St. Albans
Global Management, Limited Partnership, LLLP and 625,000 shares of common
stock and 625,000 warrants held by Apex Holding Co. Mr. Novelly
is the chief executive officer of both of these entities and thereby has
voting and investment power over such shares, but he disclaims beneficial
ownership except to the extent of a minor pecuniary
interest.
|
(b)
|
Includes
2,000,000 shares of common stock held by Lee E. Mikles Revocable Trust
dated March 26, 1996 and 100,000 shares of common stock held by Lee
E. Mikles Gift Trust dated October 6, 1999. Also includes
12,500 warrants held by the Alison L. Mikles Irrevocable
Trust. Miss Mikles is the minor child of Mr. Mikles and lives
in Mr. Mikles household. However, Mr. Mikles is not the trustee
of such trust and disclaims beneficial
ownership.
|
(c)
|
Includes
250,000 shares of common stock held by the Douglas D. Hommert Revocable
Trust, which is a trust established by Mr. Hommert for the benefit of his
descendants, of which Mr. Hommert is the
trustee.
|
(d)
|
Assumes
the exercise of all warrants issued and outstanding as of the date of this
Proxy Statement.
|
Name
|
Age
|
Director
Since
|
Term
Expires
|
|||
Paul
A. Novelly, executive chairman of the board
|
64
|
2005
|
2009
|
|||
Lee
E. Mikles, chief executive officer and president
|
52
|
2005
|
2008
|
|||
Paul
G. Lorenzini, chief operating officer
|
68
|
2007
|
2009
|
|||
Edwin
A. Levy
|
71
|
2005
|
2008
|
|||
Thomas
R. Evans
|
53
|
2006
|
2008
|
|||
Richard
L. Knowlton
|
75
|
2007
|
2009
|
|||
Donald
C. Bedell
|
67
|
2008
|
2008
|
Name
|
Position
|
Age
|
Officer
Since
|
|||
Paul
A. Novelly
|
Executive
chairman of the board
|
64
|
2005
|
|||
Lee
E. Mikles
|
Chief
executive officer and president
|
52
|
2005
|
|||
Paul
G. Lorenzini
|
Chief
operating officer
|
68
|
2008(a)
|
|||
Douglas
D. Hommert
|
Executive
vice president, secretary and treasurer
|
52
|
2005
|
Name
|
Position
|
Age
|
Officer
Since
|
|||
David
Baker
|
Senior
vice president - operations support
|
61
|
2006
|
|||
Gary
Hess
|
Senior
vice president - commercial operations
|
57
|
2006
|
|||
Benjamin
Ladd
|
Chief
financial officer and treasurer
|
31
|
2006
|
|||
Samuel
Dortch
|
Senior
vice president - operations
|
59
|
2007
|
Name
of Committee and Members
during
2007
|
Functions
of the Committee
|
Number
of
Meetings
in
2007
|
||
Audit:
Paul G. Lorenzini
(chairman)
Richard L.
Knowlton
Thomas R. Evans
|
- Appoints,
compensates and oversees the work of any public accounting firm employed
by the Company;
- Resolves
any disagreements between management and the auditor regarding financial
reporting;
- Pre-approves
all auditing and non-audit services;
- Retains
independent counsel, accountants or others to advise the Committee or
assist in the conduct of an investigation;
- Seeks
any information it requires from employees - all of whom are directed to
cooperate with the Committee’s requests;
-
Meets with the Company’s officers, external auditors, or outside counsel,
as necessary; and
-
Oversees that management has established and maintained processes to
assure compliance by the Company with all applicable laws, regulations and
corporate policies.
|
4
(Messrs. Evans and Lorenzini attended all
four meetings and
Mr. Knowlton
attended three of
the meetings)
|
||
Remuneration:
Edwin A. Levy
(chairman)
Richard L.
Knowlton
Paul G. Lorenzini
|
-
In consultation with the Company’s management, establishes the Company’s
general policies relating to compensation of the Company’s officers and
directors and the directors and executive officers of the Company’s
subsidiaries, and oversees the development and implementation of such
compensation programs;
-
Approves the annual and long-term performance goals for the Company’s
incentive plans (including incentive plans for the Company’s
subsidiaries);
-
Annually reviews and approves corporate goals and objectives relevant to
the compensation of the Company’s executive officers and annually
evaluates such officers’ performance in light of those goals and
objectives and sets such officers’ compensation levels based on this
evaluation;
-
As required under applicable securities laws and rules, reviews the
Compensation Discussion and Analysis section (the “CD&A”)
to be included in the Company’s annual proxy statement or other reports or
filings with the SEC or other governmental authorities and stock
exchanges, discusses the CD&A with the Company’s management and
recommends to the Board that the CD&A be included in the Company’s
annual report on Form 10-K, proxy statement on Schedule 14A, information
statement on Schedule 14C or any other filing with the SEC or other
governmental authorities and stock exchanges;
-
Reviews and makes recommendations to the Board periodically with respect
to the compensation of all non-employee directors, including any
compensation under the Company’s equity-based plans; and
-
Evaluates the committee’s performance and the adequacy of its charter on
an annual basis and recommends any proposed changes to the Board for
approval.
|
0
|
Name
of Committee and Members
during
2007
|
Functions
of the Committee
|
Number
of
Meetings
in
2007
|
|
Nominating:
Thomas R. Evans
(chairman)
Richard L.
Knowlton
Edwin A. Levy
|
-
Assists the Board by identifying qualified candidates for director, and
recommends to the Board the director nominees for the next annual meeting
of shareholders;
-
Leads the Board in its annual review of Board performance;
-
Recommends to the Board director nominees for each Board
committee;
-
Oversees the annual process of evaluation of the performance of the
Company’s management; and
-
Develops and recommends to the Board corporate governance guidelines
applicable to the Company.
|
0
|
|
·
|
encourage
ownership in us by key personnel whose long-term employment with or
engagement by us or our subsidiaries (including FutureFuel Chemical
Company) is considered essential to
our
|
|
|
continued
progress and, thereby, encourage recipients to act in our shareholders’
interests and share in our success;
|
|
·
|
encourage
such persons to remain in our employ or in the employ of
our subsidiaries; and
|
|
·
|
provide
incentives to persons who are not our employees to promote our
success.
|
Person
|
Year
|
Salary
|
Bonus(e)
|
All
Other
Compensation
(b)
|
Total
|
|||||
Paul
A. Novelly(c)
Executive
chairman
FutureFuel
Corp.
|
2007
2006
2005
|
$ 0
$ 0
$ 0
|
$ 100,000
$ 0
$ 0
|
$ 25,000
$ 0
$ 0
|
$ 125,000
$ 0
$ 0
|
|||||
Lee
E. Mikles(c)
Chief
executive officer
FutureFuel
Corp.
|
2007
2006
2005
|
$ 0
$ 0
$ 0
|
$ 0
$ 0
$ 0
|
$ 25,000
$ 0
$ 0
|
$ 25,000
$ 0
$ 0
|
|||||
Douglas
D. Hommert(c)
Executive
vice president,
secretary
and treasurer,
FutureFuel
Corp.
|
2007
2006
2005
|
$ 0
$ 0
$ 0
|
$ 0
$ 0
$ 0
|
$ 0
$ 0
$ 0
|
$ 0
$ 0
$ 0
|
|||||
Randall
W. Powell(a)(d)
President,
FutureFuel
Chemical
Company
|
2007
2006
2005
|
$ 194,231
$ 189,041
n/a
|
$ 0
$ 296,232
n/a
|
$ 77,619
$ 179,862
n/a
|
$ 271,850
$ 665,135
n/a
|
|||||
Benjamin
Ladd(a)
Chief
financial officer,
FutureFuel
Chemical
Company
|
2007
2006
2005
|
$ 147,117
$ 23,750
n/a
|
$ 27,885
$ 40,000
n/a
|
$ 99,547
$ 0
n/a
|
$ 274,549
$ 63,750
n/a
|
|||||
David
Baker(a)
Vice
president -
operations
support,
FutureFuel
Chemical
Company
|
2007
2006
2005
|
$ 170,005
$ 140,618
n/a
|
$ 28,270
$ 64,044
n/a
|
$ 24,634
$ 28,389
n/a
|
$ 222,909
$ 233,051
n/a
|
|||||
Gary
Hess(a)
Vice
president - sales and
marketing,
FutureFuel
Chemical
Company
|
2007
2006
2005
|
$ 170,000
$ 125,984
n/a
|
$ 18,268
$
41,500
n/a
|
$ 11,359
$ 20,531
n/a
|
$ 199,628
$ 188,015
n/a
|
|||||
Samuel
Dortch(a)(f)
Vice
president, operations,
FutureFuel
Chemical
Company
|
2007
2006
2005
|
$ 145,000
n/a
n/a
|
$ 27,788
n/a
n/a
|
$ 9,689
n/a
n/a
|
$ 182,477
n/a
n/a
|
(a)
|
Executive
officers of FutureFuel Chemical Company. Prior to
November 1, 2006, Messrs. Powell, Baker, Hess and Dortch were
employed by Eastman Chemical Company. Prior to November 1,
2006, Mr. Ladd was employed by St. Albans Global Management, Limited
Partnership, LLLP, an affiliate of Mr. Novelly. For 2006, the
table includes both amounts paid by FutureFuel Chemical Company as well as
by Eastman Chemical Company, if
applicable.
|
(b)
|
For
Messrs. Novelly and Mikles, includes $25,000 in directors fees for 2007 as
described below. Includes our contributions (including accrued
contributions) to vested and unvested defined contribution plans and the
dollar value of any insurance premiums paid by, or on behalf of, us during
or for the covered fiscal year with respect to life and disability
insurance for the benefit of the named person. 2006 also
includes the following payments by Eastman Chemical Company to or for the
benefit of the named individual: special pay makeup, employee recognition,
personal umbrella, non-qualified stock options to purchase stock of
Eastman Chemical Company, pay-in-lieu of vacation, stock awards to
purchase stock of
|
|
Eastman
Chemical Company, and lump sum payment. 2007 includes a
separation allowance of $55,769 and vacation cash-out of $7,212 for Mr.
Powell, a relocation allowance of $13,077 for Mr. Baker, and nondeductible
moving expenses (grossed up) of $78,746 and deductible moving expenses
(not grossed up) of $11,123 for Mr.
Ladd.
|
(c)
|
Our
executive officers. For the year 2006, we did not pay Messrs.
Novelly, Mikles or Hommert any form of compensation. See the
discussion above. However, we did reimburse them for certain
ordinary and necessary business expenses that they incurred in connection
with our business. We reimbursed an affiliate of Mr. Mikles
$100,000 in 2008 as set forth above for expenses incurred by such
affiliate in 2007 in connection with Mr. Mikles performing services for us
and FutureFuel Chemical Company in
2007.
|
(d)
|
Mr.
Powell retired effective October 1, 2007. However, after
such date, we have employed Mr. Powell as a consultant and have paid him a
consulting fee of $50,000 for 2008. Such amount is not included
in the table above.
|
(e)
|
Earned
in 2007 but paid in 2008.
|
(f)
|
Mr.
Dortch did not become an officer of FutureFuel Chemical Company until
2007.
|
Name
|
Grant
Date
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
|
Exercise
or
Base
Price of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
|
|||
Paul
A. Novelly
|
April 7,
2008
|
100,000
|
$4.00
|
$ 127,967
|
|||
Paul
G. Lorenzini
|
April 7,
2008
|
100,000
|
$4.00
|
$ 127,967
|
|||
Lee
E. Mikles
|
April
7, 2008
|
10,000
|
$4.00
|
$ 12,797
|
|||
Edwin
A. Levy
|
April 7,
2008
|
10,000
|
$4.00
|
$ 12,797
|
|||
Thomas
R. Evans
|
April 7,
2008
|
10,000
|
$4.00
|
$ 12,797
|
|||
Richard
L. Knowlton
|
April 7,
2008
|
10,000
|
$4.00
|
$ 12,797
|
|||
Donald
C. Bedell
|
April 7,
2008
|
10,000
|
$4.00
|
$ 12,797
|
|||
David
Baker
|
April 7,
2008
|
10,000
|
$4.00
|
$ 14,584
|
|||
Gary
Hess
|
April 7,
2008
|
10,000
|
$4.00
|
$ 14,584
|
|||
Samuel
Dortch
|
April 7,
2008
|
10,000
|
$4.00
|
$ 14,584
|
|||
Benjamin
Ladd
|
April 7,
2008
|
10,000
|
$4.00
|
$ 14,584
|
Option
Awards
|
||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#) Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
||
Paul
A. Novelly
|
100,000
|
n/a
|
$4.00
|
April 7,
2013
|
||
Paul
G. Lorenzini
|
100,000
|
n/a
|
$4.00
|
April 7,
2013
|
||
Lee
E. Mikles
|
10,000
|
n/a
|
$4.00
|
April 7,
2013
|
||
Edwin
A. Levy
|
10,000
|
n/a
|
$4.00
|
April 7,
2013
|
||
Thomas
R. Evans
|
10,000
|
n/a
|
$4.00
|
April 7,
2013
|
||
Richard
L. Knowlton
|
10,000
|
n/a
|
$4.00
|
April 7,
2013
|
||
Donald
C. Bedell
|
10,000
|
n/a
|
$4.00
|
April 7,
2013
|
||
David
Baker
|
10,000
|
n/a
|
$4.00
|
April 7,
2013
|
||
Gary
Hess
|
10,000
|
n/a
|
$4.00
|
April 7,
2013
|
||
Samuel
Dortch
|
10,000
|
n/a
|
$4.00
|
April 7,
2013
|
||
Benjamin
Ladd
|
10,000
|
n/a
|
$4.00
|
April 7,
2013
|
Director
|
Fees
Earned
or
Paid
in
Cash
|
Stock
Awards
|
Option
Awards
|
Non-
Equity
Incentive
Plan
Compensa-
tion
|
Change
in Pension
Value
and
Non-
Qualified
Deferred Compensa-
tion
Earnings
|
All
Other
Compensa-
tion
|
Total
|
||||||||
Paul
A. Novelly
|
$ 25,000
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 25,000
|
||||||||
Lee
E. Mikles
|
$ 25,000
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 25,000
|
||||||||
Edwin
A. Levy
|
$ 25,000
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 25,000
|
||||||||
Thomas
R. Evans
|
$ 25,000
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 25,000
|
||||||||
Richard
L. Knowlton
|
$ 25,000
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 25,000
|
||||||||
Paul
G. Lorenzini
|
$ 125,000
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 125,000
|
||||||||
William
J. Doré
|
$ 25,000
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 25,000
|
||||||||
Douglas
D. Hommert
|
$
0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
$
0
|
By
Order of the Board of Directors
|
|
Secretary |
P
R
O
X
Y
|
The
undersigned shareholder of FutureFuel Corp., a Delaware corporation
(“Company”), appoints Lee E. Mikles and Douglas D. Hommert, or either of
them, with full power to act alone, the true and lawful attorney-in-fact
of the undersigned, with full powers of substitution and revocation, to
vote all shares of stock of the Company which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of the Company to be held at
8235 Forsyth Blvd., 4th
Floor, Clayton, Missouri 63105 on June 24, 2008 at 10:00 a.m. local time
and at any adjournment thereof, with all powers the undersigned would
possess if personally present, as follows:
THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS OF THE
UNDERSIGNED. IF NO INSTRUCTION TO THE CONTRARY IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE
NOMINEES FOR DIRECTOR DESCRIBED IN PROPOSAL ONE, FOR THE
CANCELLATION OF THE ADMISSION OF THE COMPANY’S COMMON STOCK TO AIM AS
DESCRIBED IN PROPOSAL TWO, AND FOR
RATIFICATION OF THE INDEPENDENT AUDITORS FOR 2007 AND 2008 DESCRIBED IN
PROPOSAL THREE, AS SHOWN ON THE REVERSE SIDE. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE BEST JUDGMENT OF THE NAMED
ATTORNEYS-IN-FACT.
|
1. Election
of each of the following individuals as Director of FutureFuel Corp. as
described in Proposal One of the Proxy Statement
|
FOR
|
WITHHOLD
|
|
Lee E. Mikles
|
|
|
|
Edwin A. Levy
|
|
|
|
Thomas R. Evans
|
|
|
|
Donald C.
Bedell
|
|
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
2. Approve
the cancellation of the admission of FutureFuel Corp.’s common stock to
the Alternative Investment Market of the London Stock Exchange plc as
described in Proposal Two of the Proxy Statement
|
|
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
3. Ratification
of the appointment of RubinBrown LLP as FutureFuel Corp.’s independent
auditors for 2007 and 2008 as described in Proposal Three of the Proxy
Statement.
|
|
|
|
·
|
Mark,
sign and date the proxy card
|
·
|
Detach
the proxy card above
|
·
|
Return
the proxy card in the postage-paid envelope
provided
|
P
R
O
X
Y
|
The
undersigned holder of warrants issued by FutureFuel Corp., a Delaware
corporation (“Company”), appoints Lee E. Mikles and Douglas D. Hommert, or
either of them, with full power to act alone, the true and lawful
attorney-in-fact of the undersigned, with full powers of substitution and
revocation, to vote all warrants of the Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Company to
be held at 8235 Forsyth Blvd., 4th
Floor, Clayton, Missouri 63105 on June 24, 2008 at 10:00 a.m. local time
and at any adjournment thereof, with all powers the undersigned would
possess if personally present, as follows:
THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS OF THE
UNDERSIGNED. IF NO INSTRUCTION TO THE CONTRARY IS GIVEN, THIS
PROXY WILL BE VOTED FOR THE
CANCELLATION OF THE ADMISSION OF THE COMPANY’S WARRANTS TO AIM AS
DESCRIBED IN PROPOSAL TWO, AS SHOWN ON THE REVERSE
SIDE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF THE NAMED
ATTORNEYS-IN-FACT.
|
FOR
|
AGAINST
|
ABSTAIN
|
|
1. Approve
the cancellation of the admission of FutureFuel Corp.’s warrants to the
Alternative Investment Market of the London Stock Exchange plc as
described in Proposal Two of the Proxy Statement
|
|
|
|
·
|
Mark,
sign and date the proxy card
|
·
|
Detach
the proxy card above
|
·
|
Return
the proxy card in the postage-paid envelope
provided
|