Liberty Energy Inc DEFA14A, filed Mar 6, 2025
Liberty Energy Inc. (LBRT)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 Pursuant to §240.14a-12 |
LIBERTY
ENERGY 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):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting of
LIBERTY ENERGY INC.
To Be Held on Tuesday, April 15, 2025 at 9:00 a.m. Mountain Time
To be held virtually via live webcast
at https://web.lumiconnect.com/245867901 (password: liberty2025)
| COMPANY NUMBER | ||
| ACCOUNT NUMBER | ||
| CONTROL NUMBER |
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 want to receive a paper or e-mail copy of these documents you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before April 1, 2025.
Please visit http://www.astproxyportal.com/ast/21952/, where the following materials are available for viewing:
| • | Notice of Annual Meeting of Stockholders |
| • | Proxy Statement |
| • | Form of Electronic Proxy Card |
| • | Annual Report on Form 10-K |
| TO REQUEST MATERIAL: | TELEPHONE:
888-Proxy-NA (888-776-9962) or 201-299-6210 (for international callers) E-MAIL: help@equiniti.com |
| WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials |
| TO VOTE: |  |
ONLINE:
To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or
scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern
Time the day before the meeting date. VIRTUALLY AT THE MEETING: The Company will conduct its 2025 Annual Meeting of Stockholders in virtual meeting format only, conducted via live webcast. To attend the virtual Annual Meeting, visit https://web.lumiconnect.com/245867901 (password: liberty2025) and be sure to have your control number available. TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the proxy materials and to obtain the toll free number to call. MAIL: You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card. |
| 1. | Election of Directors: To elect three Class III directors to the Company’s Board of Directors to serve until the 2028 annual meeting or until their successors are duly elected and qualified. | 2. | Advisory vote to approve the compensation of the Company’s named executive officers. | |||
| 3. | Ratification of appointment of the Company’s independent registered public accounting firm. | |||||
| NOMINEES: | Peter A. Dea | |||||
| William
F. Kimble James R. McDonald |
4. | Advisory vote to determine the frequency of future advisory votes to approve the compensation of the Company’s named executive officers | ||||
| 5. | Approve an amendment to the Company’s certificate of incorporation to declassify the board of directors. | |||||
| 6. | Approve an amendment to the Company’s certificate of incorporation to remove the 66 2/3% supermajority vote requirements to amend, alter, or repeal the Company’s certificate of incorporation and bylaws and to remove directors from office. | |||||
| 7. | Approve an amendment to the Company’s certificate of incorporation to limit the liability of certain officers. | |||||
| 8. | Approve an amendment to the Company’s certificate of incorporation to delete the waiver of Section 203 of the Delaware General Corporation Law. | |||||
| 9. | Approve miscellaneous amendments to clarify and update the Company’s certificate of incorporation. | |||||
| Please note that you cannot use this notice to vote by mail. | THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES LISTED IN PROPOSAL 1, "FOR" PROPOSALS 2, 3, 5, 6, 7, 8, 9 AND "1 YEAR" FOR PROPOSAL 4. | |||||
ANNUAL MEETING OF STOCKHOLDERS OF
LIBERTY ENERGY INC.
Tuesday, April 15, 2025
| PROXY VOTING INSTRUCTIONS |
INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
VIRTUALLY AT THE MEETING - The Company will conduct its 2025 Annual Meeting of Stockholders in virtual meeting format only, conducted via live webcast. To attend the virtual Annual Meeting, visit https://web.lumiconnect.com/245867901(password: liberty2025) and be sure to have your control number available.
GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
| COMPANY NUMBER | |
| ACCOUNT NUMBER | |
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/21952 |
 |
Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. | |
|
|
|
|
|
|
|
041525 |
|
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES LISTED IN PROPOSAL 1, |
| 1. Election of Directors: To elect three Class III directors to the Company’s Board of Directors to serve until the 2028 annual meeting or until their successors are duly elected and qualified. | |||||||
| ☐ | NOMINEES: | ||||||
| FOR ALL NOMINEES |  |
Peter A. Dea | |||||
|
William F. Kimble | ||||||
| ☐ | WITHHOLD AUTHORITY FOR ALL NOMINEES |
|
James R. McDonald | ||||
| ☐ | FOR ALL EXCEPT (See instructions below) |
||||||
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: ● |
|||||||
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ | ||||||
| FOR | AGAINST | ABSTAIN | ||||
| 2. | Advisory vote to approve the compensation of the Company’s named executive officers. | ☐ | ☐ | ☐ | ||
| FOR | AGAINST | ABSTAIN | ||||
| 3. | Ratification of appointment of the Company’s independent registered public accounting firm. | ☐ | ☐ | ☐ | ||
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | |||
| 4. | Advisory vote to determine the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. | ☐ | ☐ | ☐ | ☐ |
| FOR | AGAINST | ABSTAIN | ||||
| 5. | Approve an amendment to the Company’s certificate of incorporation to declassify the board of directors. | ☐ | ☐ | ☐ | ||
| FOR | AGAINST | ABSTAIN | ||||
| 6. | Approve an amendment to the Company’s certificate of incorporation to remove the 66 2/3% supermajority vote requirements to amend, alter, or repeal the Company’s certificate of incorporation and bylaws and to remove directors from office. | ☐ | ☐ | ☐ | ||
| FOR | AGAINST | ABSTAIN | ||||
| 7. | Approve an amendment to the Company’s certificate of incorporation to limit the liability of certain officers. | ☐ | ☐ | ☐ | ||
| FOR | AGAINST | ABSTAIN | ||||
| 8. | Approve an amendment to the Company’s certificate of incorporation to delete the waiver of Section 203 of the Delaware General Corporation Law. | ☐ | ☐ | ☐ | ||
| FOR | AGAINST | ABSTAIN | ||||
| 9. | Approve miscellaneous amendments to clarify and update the Company’s certificate of incorporation. | ☐ | ☐ | ☐ | ||
| TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF THIS CARD. | ||||||
| IMPORTANT NOTICE | |||||||
| YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN YOUR PROXY AS SOON AS POSSIBLE. BY DOING SO, YOU MAY SAVE LIBERTY ENERGY INC. THE EXPENSE OF ADDITIONAL SOLICITATION. | |||||||
| NOTE: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or an adjournment or postponement thereof. | |||||||
| MARK “X” HERE IF YOU PLAN TO ATTEND THE VIRTUAL MEETING ☐ | |||||||
|
|
|
|
|
|
|
|
Signature of Stockholder |
|
Date: |
|
Signature of Stockholder |
|
Date: |
|
|
|
|
|
|
Note: |
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
|
|
|