DEF 14A of Zone Frontier Inc.
Filed Apr 23, 2025 · FY20240001213900-25-034693
THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL NO. 2
PROPOSAL NO. 3 – PLAN AMENDMENT Overview We are asking our stockholders to approve Amendment No. 2 to the CleanCore Solutions, Inc. 2022 Equity Incentive Plan (as amended, the “Plan”). The Plan was first adopted by our board of directors on September 16, 2022 and approved by our stockholders on November 18, 2022. On January 4, 2024, our board of directors and stockholders adopted an amendment to the Plan. On April 21, 2025, our board of directors adopted Amendment No. 2 to the Plan (the “Plan Amendment”) to increase the number of shares of class B common stock authorized for issuance under the Plan from 3,653,529 shares to 5,000,000 shares. A copy of the proposed Plan Amendment is attached to this proxy statement as Annex A. Background for Proposed Increase in Share Reserve We are seeking stockholder approval of the Plan Amendment to increase the number of shares of class B common stock authorized for issuance under the Plan from 3,653,529 shares to 5,000,000 shares. As of the Record Date, we have issued 483,446 shares under the Plan and have reserved 1,216,250 shares for issuance upon the exercise of stock options and 628,861 shares for issuance upon the vesting of restricted stock units, leaving 1,324,972 shares available for issuance. We view the use of equity compensation as essential to attract, retain, motivate and reward key employees, directors and consultants as well as to align their interests with those of our stockholders. With the proposed addition of 1,346,471 shares, the total number of shares that would remain available for new awards under the Plan would be approximately 3,675,028 shares (plus any shares returned to the share reserve due to forfeited or canceled awards, etc.). Various factors have contributed to the depletion of the share reserve under the Plan sooner than expected. These factors include our stock price and volatility and new hire equity grants. In addition, following our initial public offering in April 2024, our compensation philosophy has evolved to include a broader group of high performing employees receiving bonus compensation in the form of equity-based awards, thereby linking the interests of a greater number of employees with those of our stockholders. We believe that the Plan helps to strengthen the incentive for participants to achieve the objectives of the Company and its stockholders and contribute to our growth and success. We have a standing practice of linking employee compensation to corporate performance because we believe this increases employee motivation to improve profitability and stockholder value. In addition, the grant of equity awards as a form of compensation helps to allow us to manage cash resources. We believe the additional shares are necessary to further our goals and to sustain equity compensation as an integral component of our compensation philosophy. We believe that the use of equity compensation continues to be a critical and powerful tool to compete for and attract, retain and motivate talented employees. If the Plan Amendment is not approved by our stockholders, the existing Plan will continue in effect, but we will be limited in the grants that we will be able to make, which could place us in a disadvantageous position as compared with our competitors. Significant Features of the Plan The following is a summary of the Plan with the Plan Amendment submitted for stockholder approval. The summary describes the principal features of the Plan, but it is qualified in its entirety by reference to the full text of the Plan. Purposes: The purposes of the Plan are to advance our interests and the interests of our stockholders by providing an incentive to attract, retain and reward persons performing services for us and by motivating such persons to contribute to our growth and profitability. Types of Awards: Awards that may be granted include: (a) incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights, (d) restricted awards, (e) performance share awards, and (f) performance compensation awards. These awards offer our officers, employees, consultants and directors the possibility of future value, depending on the long-term price appreciation of our class B common stock and the award holder’s continuing service with the Company. Administration of the Plan: The Plan is currently administered by our compensation committee. Among other things, the administrator has the authority to select persons who will receive awards, determine the types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions of awards. The administrator has authority to establish, amend and rescind rules and regulations relating to the Plan.
THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL NO. 2
Eligible Recipients: Persons eligible to receive awards under the Plan will be those employees, consultants, and directors of the Company and its subsidiaries who are selected by the administrator. Shares Available Under the Plan: If the Plan Amendment is approved, the maximum number of shares of our class B common stock that may be delivered to participants under the Plan will be 5,000,000, subject to adjustment for certain corporate changes affecting the shares, such as stock splits. In addition, the number of shares available for issuance under the Plan will automatically increase on January 1 of each calendar year during the term of the Plan by an amount equal to five percent (5%) of the total number of shares of class B common stock issued and outstanding on December 31 of the immediately preceding calendar year. Shares subject to an award under the Plan for which the award is canceled, forfeited or expires again become available for grants under the Plan. Shares subject to an award that is settled in cash will not again be made available for grants under the Plan. Stock Options: General. Stock options give the option holder the right to acquire from us a designated number of shares at a purchase price that is fixed at the time of the grant of the option. Stock options granted may be tax-qualified stock options (so-called “incentive stock options”) or non-qualified stock options. Subject to the provisions of the Plan, the administrator has the authority to determine all grants of stock options. That determination will include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and (vi) any other terms and conditions as the administrator may determine. Option Price. The exercise price for stock options will be determined at the time of grant. Normally, the exercise price will not be less than the fair market value on the date of the grant. As a matter of tax law, the exercise price for any incentive stock option awarded may not be less than the fair market value of the shares on the date of grant. However, incentive stock option grants to any person owning more than 10% of our voting stock must have an exercise price of not less than 110% of the fair market value on the grant date. Exercise of Options. An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the time of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made in cash or, at the option of the administrator, by actual or constructive delivery of shares of class B common stock to the holder of the option based upon the fair market value of the shares on the date of exercise. Expiration or Termination. Options, if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of incentive stock options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting stock, such term cannot exceed five years. Options will terminate before their expiration date if the holder’s service with the Company or a subsidiary terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations of employment, including terminations as a result of death, disability or retirement, with the precise period during which the option may be exercised to be established by the administrator and reflected in the grant evidencing the award. Incentive and Non-Qualified Options. An incentive stock option is an option that is intended to qualify under certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for more favorable tax treatment than applies to non-qualified stock options. Any option that does not qualify as an incentive stock option will be a non-qualified stock option. Under the Code, certain restrictions apply to incentive stock options. For example, the exercise price for incentive stock options may not be less than the fair market value of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive stock option may not be transferred, other than by will or the laws of descent and distribution and is exercisable during the holder’s lifetime only by the holder. In addition, no incentive stock options may be granted to a holder that is first exercisable in a single year if that option, together with all incentive stock options previously granted to the holder that also first become exercisable in that year, relate to shares having an aggregate fair market value in excess of $100,000, measured at the grant date. Stock Appreciation Rights: Stock appreciation rights (“SARs”), which may be granted alone or in tandem with options, have an economic value similar to that of options. When an SAR for a particular number of shares is exercised, the holder receives a payment equal to the difference between the market price of the shares on the date of exercise and the exercise price of the shares under the SAR. Again, the exercise price for SARs normally is the market price of the shares on the date the SAR is granted. Under the Plan, holders of SARs may receive this payment - the appreciation value - either in cash or shares valued at the fair market value on the date of exercise. The form of payment will be determined by us.
THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL NO. 2
Restricted Awards: Restricted awards are shares awarded to participants at no cost. Restricted awards can take the form of awards of restricted stock, which represent issued and outstanding shares subject to vesting criteria, or restricted stock units, which represent the right to receive shares subject to satisfaction of the vesting criteria. Restricted stock awards are forfeitable and non-transferable until the shares vest. The vesting date or dates and other conditions for vesting are established when the shares are awarded. These awards will be subject to such conditions, restrictions and contingencies as the administrator shall determine at the date of grant. Those may include requirements for continuous service and/or the achievement of specified performance goals. Performance Awards: A performance award is an award that may be in the form of cash or shares or a combination, based on the attainment of pre-established performance goals and other conditions, restrictions and contingencies identified by the administrator. Performance Criteria: Under the Plan, one or more performance criteria will be used by the administrator in establishing performance goals. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of the Company, as the administrator may deem appropriate, or as compared to the performance of a group of comparable companies, or published or special index that the administrator deems appropriate. In determining the actual size of an individual performance compensation award, the administrator may reduce or eliminate the amount of the award through the use of negative discretion if, in its sole judgment, such reduction or elimination is appropriate. The administrator shall not have the discretion to (i) grant or provide payment in respect of performance compensation awards if the performance goals have not been attained or (ii) increase a performance compensation award above the maximum amount payable under the Plan. Other Material Provisions: Awards will be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the capitalization of the Company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. The administrator is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change of control of the Company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board also has the authority, at any time, to discontinue the granting of awards. The board also has the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment will, without the approval of our stockholders, to the extent that such approval is required by law or the rules of an applicable exchange, increase the number of shares available under the Plan, change the persons eligible for awards under the Plan, extend the time within which awards may be made, or amend the provisions of the Plan related to amendments. No amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the holder of such award. New Plan Benefits Future awards, if any, that will be made to eligible persons under the Plan are subject to the discretion of the administrator and, therefore, we cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to our officers, employees, directors and consultants under the Plan. No Dissenters’ Rights Under Nevada law, holders of our class B common stock are not entitled to dissenter’s rights of appraisal with respect to the approval of this Proposal No. 3. Vote Required In order for Proposal No. 3 to be approved, the number of votes cast “FOR” must exceeds the number of votes cast “AGAINST”. You may vote “FOR”, “AGAINST” or “ABSTAIN” on Proposal No. 3.
Nominating and Corporate Governance Committee
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Clayton Adams, | 2024 | - | - | - | - | 110,000 | 110,000 | | Chief Executive Officer(3) | 2023 | - | - | - | 1,540,000 | 110,000 | 1,650,000 | | David Enholm, | 2024 | 191,555 | - | - | - | 12,480 | 204,035 | | Chief Financial Officer(4) | 2023 | 42,692 | - | - | 179,725 | 1,920 | 224,337 | | Gary Hollst, | 2024 | 129,807 | - | - | - | - | 129,807 | | Chief Revenue Officer | 2023 | 118,654 | - | - | 133,350 | - | 252,004 | | Douglas T. Moore, former | 2024 | 101,399 | 22,400 | 326,565 | - | - | 348,965 | | Chief Executive Officer(5) | 2023 | - | - | - | - | - | - | | Matthew Atkinson, former | 2024 | 12,000 | - | - | - | - | 12,000 | | Chief Executive Officer(6) | 2023 | 51,200 | - | - | 1,540,000 | 48,000 | 1,639,200 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As described under “—Employment, Consulting and Separation Agreements” above, Mr. Enholm will be entitled to severance if his employment is terminated without cause.
Potential Payments Upon Termination or Change in Control
| CleanCore Solutions, Inc. | 18 | Proxy Statement |
Potential Payments Upon Termination or Change in Control
Outstanding Equity Awards at Fiscal Year End The following table includes certain information with respect to the value of all unexercised options and unvested shares of restricted stock previously awarded to the executive officers named above at the fiscal year ended June 30, 2024.
Potential Payments Upon Termination or Change in Control
| | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Clayton Adams | 2,000,000 | - | - | $0.25 | 09/16/2032 | | David Enholm | 137,222 | 187,778 | - | $2.50 | 03/27/2028 | | Gary Hollst | 101,111 | 73,889 | - | $1.74 | 02/21/2028 |
Potential Payments Upon Termination or Change in Control
Director Compensation On April 30, 2024, each of our independent directors at such time, Brent Cox, Larry Goldman and James M. Grisham, was granted a stock option for the purchase of 150,000 shares of class B common stock at an exercise price of $4.00 per share under our 2022 Equity Incentive Plan. The options are subject to vesting, with 10% of the option vesting immediately upon its grant and the remaining 90% of the option vesting in equal installments each month over the next twenty-four (24) months. Except for these stock option grants, no member of our board of directors received compensation for services as a director the fiscal year ended June 30, 2024. 2022 Equity Incentive Plan See “Proposal No. 3 – Plan Amendment” for a description of the Plan.
Potential Payments Upon Termination or Change in Control
| CleanCore Solutions, Inc. | 19 | Proxy Statement |
Potential Payments Upon Termination or Change in Control
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS The following includes a summary of transactions since the beginning of our 2023 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions. On October 4, 2022, the Company issued a promissory note to each of Matthew Atkinson, the Company’s Chief Executive Officer at such time, and Clayton Adams, the Company’s President at such time and the Company’s current Chief Executive Officer, in the principal amount of $104,450 each for a total of $208,900. These notes bore interest at a rate of 5% per annum beginning on the 30th day after issuance and were due on the 60th day following written demand from the holder. On May 29, 2024, the Company repaid these two promissory notes, including interest accrued of $8,506 each. On October 17, 2022, the Company issued a promissory note in the principal amount of $3,000,000 to Burlington Capital, LLC (“Burlington”), a significant stockholder, which bore interest at 7% per annum and was to mature on October 17, 2023. On September 13, 2023, the parties signed an extension agreement, pursuant to which the interest rate was increased to 10% per annum and the maturity date was extended to the earlier of (a) the closing of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) December 17, 2023. On December 17, 2023, the parties signed a second extension agreement, pursuant to which the maturity date was extended to the earlier of (a) the closing of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) April 4, 2024. On April 30, 2024, the Company and Burlington entered into an extension agreement which extended the maturity date to May 9, 2024. On May 31, 2024, Burlington and Walker Water LLC (“WW”) entered into an allonge, assignment and agreement (the “Burlington Assignment Agreement”), pursuant to which Burlington agreed to transfer $633,840 of the note to WW. The Burlington Assignment Agreement also provided that the Company make a payment of $900,000 on May 31, 2024 to Burlington to reduce the principal amount of the note by $480,667 and pay the outstanding accrued interest of $419,333 in full. Also on May 31, 2024, the Company issued an amended and restated promissory note to Burlington (the “Burlington Note”). The Burlington Note has a new principal amount of $2,366,160, accrues interest at 8.5% per annum from October 17, 2022 (the date of the original note), which shall increase to 10% upon an event of default, and requires quarterly payments in the amount of $100,000 over the course of the next two and a half years, with a final payment of $1,396,881 due on April 1, 2027. The Burlington Note may be prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type. As of December 31, 2024, the outstanding principal balance of the Burlington Note is $1,885,493 and it has an accrued interest balance of $95,715. Pursuant to the Burlington Assignment Agreement, the Company also issued a promissory note to WW in the principal amount of $633,840 (the “WW Note”). On December 24, 2024, the Company entered into a note assignment and cancellation agreement with WW, Gary Hollst, the Company’s Chief Revenue Officer, and Gary Rohwer, a third party, pursuant to which WW assigned half of its right, title and interest in and to the WW Note to Garry Hollst and the remaining half to Gary Rohwer. Accordingly, the WW Note was cancelled and the Company issued a promissory note in the principal amount of $316,920 to Gary Hollst (the “Hollst Note”) and a promissory note in the principal amount of $316,920 and accrued interest of $15,714 to Gary Rohwer. The Hollst Note is due and payable on May 31, 2025 and does not accrue interest; provided that upon an event of default (as defined in the Hollst Note), interest shall accrue at a rate of 10% per annum. The Hollst Note may be prepaid at any time with without premium or penalty, is unsecured, and contains customary events of default for a loan of this type. As of December 31, 2024, the outstanding principal balance of the Hollst Note is $316,920 and it has accrued interest of $0. On July 27, 2023, the Company agreed to purchase approximately $105,000 worth of inventory from Nebraska C. Ozone, LLC, a related party business owned by Lisa Roskens, a significant stockholder and the principal officer of Burlington, due to an open purchase order that the Company’s predecessor had with an inventory vendor that was not included in the liabilities assumed from the predecessor per the terms of the acquisition purchase agreement. The inventory is to be purchased as needed, consistent with other inventory purchases. However, if the entire $105,000 amount is not purchased by March 31, 2024, the balance at that date begins accruing interest at a rate of seven percent (7%) per annum until it is paid in full. As of December 31, 2024, the Company has not purchased any of the inventory and as such, has an accrued interest balance of $6,177.31.
Potential Payments Upon Termination or Change in Control
| CleanCore Solutions, Inc. | 20 | Proxy Statement |
Potential Payments Upon Termination or Change in Control
On March 26, 2024, the Company entered into a loan agreement with Clayton Adams, a significant stockholder at such time and the Company’s current Chief Executive Officer, pursuant to which the Company issued a revolving credit note to Mr. Adams in the principal amount of up to $500,000. Pursuant to the loan agreement and note, Mr. Adams agreed to provide advances to the Company upon request during the period commencing on April 25, 2024 and continuing until the second anniversary of such date, which is referred to as the maturity date. This note accrues simple interest on the outstanding principal amount at the rate of 8% per annum, with all principal and interest due on the maturity date; provided that upon an event of default (as defined in the note), such rate shall increase to 13%. The Company may prepay the note at any time without penalty or premium. The note is unsecured and contains customary events of default for a loan of this type. As of December 31, 2024, no advances have been made and the principal amount of this note is $0. On December 24, 2024, the Company issued a 20% original issue discount promissory note in the principal amount of $415,241 to Clayton Adams. The note was due and payable on June 30, 2025 and accrued interest at a rate of 8% per annum. The Company received cash from Mr. Adams on December 24, 2024 in the amount of $232,193 and recorded a related party receivable in the amount of $100,000 for the remaining cash to be received in January 2025. As of December 31, 2024, the outstanding principal balance of this note is $336,802, has a discount balance of $78,439 and it has accrued interest of $874. On January 27, 2025, Mr. Adams entered into a note sale assignment and cancellation agreement with Travis Buchanan, the Company’s President, pursuant to which Mr. Adams sold and assigned $125,000 of the note to Mr. Buchanan for a purchase price of $100,000. Following such assignment, the Company issued a 20% original issue discount promissory note in the principal amount of $290,241.25 to Mr. Adams. This note is due and payable on June 30, 2025 and accrues interest at a rate of 8% per annum; provided that upon an event of default (as defined in the note), such interest rate shall increase to 15% per annum. The note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type. Following the assignment described above, the Company issued a 20% original issue discount promissory note in the principal amount of $125,000 to Mr. Buchanan. This note is due and payable on June 30, 2025 and accrues interest at a rate of 8% per annum; provided that upon an event of default (as defined in the note), such interest rate shall increase to 15% per annum. The note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type. As of December 31, 2024 and June 30, 2024, the Company had a short term amount due to Clayton Adams in the amount of $48,086 and $91,119, respectively, for operational expenses paid by a credit card in his name. The Company has a verbal agreement with Mr. Adams to pay the credit card charges directly to the issuing financial institution as they become due and is current on these payments.
Potential Payments Upon Termination or Change in Control
| CleanCore Solutions, Inc. | 21 | Proxy Statement |
Potential Payments Upon Termination or Change in Control
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Stock Ownership The following table sets forth certain information with respect to the beneficial ownership of our common stock as of the Record Date for (i) each of our named executive officers, directors and director nominees; (ii) all of our named executive officers, directors and director nominees as a group; and (iii) each other stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o our company, 5920 S 118th Circle, Omaha, NE 68137. Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares that such person or any member of such group has the right to acquire within sixty (60) days. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named below, any shares that such person or persons has the right to acquire within sixty (60) days of the Record Date are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership by any person.
Potential Payments Upon Termination or Change in Control
| Name and Address of Beneficial Owner | Class A Common Stock | Percent of Class A Common Stock(1) | Class B Common Stock | Percent of Class B Common Stock(1) | Percent of Total Voting Power(2) | | Clayton Adams, Chairman & Chief Executive Officer(3) | 2,000,000 | 100.00% | 493,000 | 5.82% | 71.99% | | Travis Buchanan, President(4) | - | - | 31,333 | * | * | | David Enholm, Chief Financial Officer(5) | - | - | 225,217 | 2.59% | 2.59% | | Gary Hollst, Chief Revenue Officer(6) | - | - | 233,194 | 2.71% | 2.71% | | Brent Cox, Director(7) | - | - | 968,125 | 11.32% | 11.32% | | Peter Frei, Director Nominee | - | - | 3,459 | * | * | | James M. Grisham, Director(8) | - | - | 388,125 | 4.54% | 4.54% | | All directors and executive officers as a group (7 persons named above) | 2,000,000 | 100.00% | 2,342,453 | 27.39% | 93.56% | | Mohammad Ansari(9) | - | - | 1,461,207 | 17.26% | 17.26% | | Lisa Roskens(10) | - | - | 792,146 | 9.36% | 9.36% | | Chris Etherington(11) | - | - | 649,879 | 7.68% | 7.68% | | Mark Olivier(12) | - | - | 464,868 | 5.49% | 5.49% | | Benjamin Lee Adams(13) | - | - | 470,000 | 5.55% | 5.55% | | Michael K. Webb(14) | - | - | 470,000 | 5.55% | 5.55% |
Potential Payments Upon Termination or Change in Control
| * Less than 1% | | (1) Based on 0 shares of class A common stock and 8,466,865 shares of class B common stock issued and outstanding as of the Record Date. | | (2) Percentage of total voting power represents voting power with respect to all shares of our class A common stock and class B common stock, as a single class. The holders of our class A common stock are entitled to ten votes per share and holders of our class B common stock are entitled to one vote per share. | | (3) Consists of 493,000 shares of class B common stock and 2,000,000 shares of class A common stock which Mr. Adams has the right to acquire within 60 days through the exercise of vested stock options. | | (4) Consists of 28,000 shares of class B common stock held directly, 2,000 shares of class B common stock held by ACME People Company and 1,333 shares of class B common stock issuable upon the exercise of a warrant held by ACME People Company. Mr. Buchanan is the President of ACME People Company and has voting and investment power over the shares held by it. Mr. Buchanan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, in such shares. |
Potential Payments Upon Termination or Change in Control
| CleanCore Solutions, Inc. | 22 | Proxy Statement |
Potential Payments Upon Termination or Change in Control
| (5) Consists of 8,550 shares of class B common stock 216,667 shares of class B common stock which Mr. Enholm has the right to acquire within 60 days through the exercise of vested stock options. | | (6) Consists of 85,416 shares of class B common stock 147,778 shares of class B common stock which Mr. Hollst has the right to acquire within 60 days through the exercise of vested stock options. | | (7) Consists of 880,000 shares of class B common stock and 88,125 shares of class B common stock which Mr. Cox has the right to acquire within 60 days through the exercise of vested stock options. | | (8) Consists of 100,000 shares of class B common stock held directly, 100,000 shares of class B common stock held by Shawnee Communications Inc., 100,000 shares of class B common stock held by James T. Coyle Legacy Trust and 88,125 shares of class B common stock which Mr. Grisham has the right to acquire within 60 days through the exercise of vested stock options. Mr. Grisham is the Chief Executive Officer of Shawnee Communications Inc. and the Trustee of the James T. Coyle Legacy Trust and has voting and investment power over the shares held by them. Mr. Grisham disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, in such shares. | | (9) Consists of 1,250,000 shares of class B common stock held by Bethor Limited and 211,207 shares of class B common stock held by Basestones, Inc. Mohammad Ansari is the Director and President of Bethor Limited and the President of Basestones, Inc. and has voting and investment power over the shares held by them. Mr. Ansari disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any in such shares. The address of Bethor Limited is Nerine Chamber, P.O. Box 905, Road Town, Tortola, British Virgin Islands and the address of Basestones, Inc. is 1901 Avenue of the Stars, Los Angeles, CA 90067. | | (10) Consists of 14,368 shares of class B common stock held directly and 777,778 shares of class B common stock held by Burlington Capital, LLC. Lisa Roskens is the Chairman and Chief Executive Officer of Burlington Capital, LLC and has voting and investment power over the shares held by it. Ms. Roskens disclaims beneficial ownership of such shares except to the extent of her pecuniary interest, if any, in such shares. The address of Burlington Capital, LLC is 1004 Farnam Street, Suite 400, Omaha NE 68102. | | (11) Consists of 67,977 shares of class B common stock held directly and 581,902 shares of class B Common stock held by Oleta Investments, LLC. Chris Etherington is the Managing Director of Oleta Investments, LLC, and has sole voting and investment power over the shares held by it. Mr. Etherington disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, in such shares. The address of Oleta Investments, LLC is 318 North Carson Street, Carson City, NV 89701. | | (12) The address of Mr. Olivier is 10882 Coronel Road, Santa Ana, CA 92705. | | (13) The address of Mr. Adams is 724 West 3rd, Maryville, MO 64468. | | (14) The address of Mr. Webb is 1900 Forest Ave., Red Oak, IA 50166. |
Potential Payments Upon Termination or Change in Control
If Mr. Adams exercises his stock options to purchase 2,000,000 shares of class A common stock, then Mr. Adams will own more than 50% of our total voting power. Except for the foregoing, we do not currently have any arrangements which if consummated may result in a change of control of our company. Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the company. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. We believe, based solely on a review of the copies of such reports furnished to us and representations of these persons, that all reports were timely filed for the fiscal year ended June 30, 2024, except for a Form 3 and a Form 4 that were filed late by Mohammad Ansari due to administrative oversight.
Potential Payments Upon Termination or Change in Control
| CleanCore Solutions, Inc. | 23 | Proxy Statement |
Potential Payments Upon Termination or Change in Control
ADDITIONAL INFORMATION Other Matters As of the date of this proxy statement, the board of directors does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder, to the extent permitted by Rule 14a-4(c)(3). Stockholder Proposals for Next Annual Meeting A stockholder who is entitled to vote for the election of directors and who desires to nominate a candidate for election to be voted on at an annual meeting of stockholders may do so only in accordance with Section 2.2 of our bylaws, which provides that a stockholder may nominate a director candidate by written notice to the Secretary of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. To be considered timely for our next annual meeting of stockholders, a stockholder nomination, and all supporting information, must be submitted no earlier than February 6, 2026 and no later than March 7, 2026. A stockholder who desires to present a proposal pursuant to Rule 14a-8 under the Exchange Act to be included in the proxy statement for, and voted on by stockholders at, our next annual meeting of stockholders must submit such proposal in writing, including all supporting materials, to the Company at its principal office no later than December 31, 2025, or 120 days before the date of mailing based on this year’s proxy statement date, and meet all other requirements for inclusion in the proxy statement. Additionally, pursuant to Rule 14a-4(c)(1) under the Exchange Act, if a stockholder intends to present a proposal for business to be considered at our next annual meeting of stockholders but does not seek inclusion of the proposal in our proxy statement for such meeting, then we must receive the proposal by March 16, 2026, or 45 days before the date of mailing based on this year’s proxy statement date, for it to be considered timely received. If notice of a stockholder proposal is not timely received, then the proxies will be authorized to exercise discretionary authority with respect to the proposal. Any proposals should be sent to us at CleanCore Solutions, Inc., 5920 S 118th Circle, Omaha, NE 68137, Attention Secretary. Annual Report We have filed our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 with the SEC, a copy of which, including the financial statements and financial statement schedules, but excluding exhibits, has been mailed to our stockholders along with this proxy statement. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests for such exhibits should be directed to CleanCore Solutions, Inc., 5920 S 118th Circle, Omaha, NE 68137, Attention Secretary. Our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 is also available on our IR site under the link for “SEC Filings.”
Potential Payments Upon Termination or Change in Control
| | By Order of the Board of Directors, | | | /s/ Clayton Adams | | Omaha, NE | Clayton Adams | | April 23, 2025 | Chairman and CEO |
Potential Payments Upon Termination or Change in Control
| CleanCore Solutions, Inc. | 24 | Proxy Statement |