Viking Global Technologies, Inc PRE 14A, filed Feb 28, 2023

Viking Global Technologies, Inc. (VGTK)

PRE 14A 2023-02-28 For: 2023-04-26

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Added on October 19, 2026

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	By order of the Board of Directors,

	/s/ James A. Doris
	James A. Doris
	Chief Executive Officer

Houston, Texas
, 2023

		Page

GENERAL INFORMATION.		1

DEFINITIONS.		2

INFORMATION CONCERNING SOLICITATION AND VOTING.		2

REVERSE STOCK SPLIT.		3

QUESTIONS AND ANSWERS.		3

GENERAL QUESTIONS AND ANSWERS.		3

PROPOSAL 1 THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF OUR AUTHORIZED SHARES OF COMMON STOCK FROM 20,000,000 TO 500,000,000.		7

GENERAL.		7

NO APPRAISAL RIGHTS.		10

VOTE REQUIRED.		10

BOARD OF DIRECTORS RECOMMENDATION.		10

PROPOSAL 2 ADJOURNMENT OF THE SPECIAL MEETING.		10

VOTE REQUIRED.		11

BOARD OF DIRECTORS RECOMMENDATION.		11

OTHER INFORMATION.		11

PRINCIPAL STOCKHOLDERS.		11

DISSENTERS’ RIGHTS.		13

OTHER MATTERS.		13

STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING OF STOCKHOLDERS AND 2023 PROXY MATERIALS.		13

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON		14

ADDITIONAL INFORMATION.		14

APPENDIX A.		A-1

·	“Code” means the Internal Revenue Code of 1986, as amended from time to time;

·	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

·	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

·	“Securities Act” refers to the Securities Act of 1933, as amended.

Q:	Who can vote at the meeting?

A:	The Board of Directors set February 28, 2023 as the record date for the meeting. You can attend and vote at the meeting if you were a holder of our common stock, Series C Preferred Stock or Series G Preferred Stock at the close of business on the record date, provided that holders of our Series C Preferred Stock and Series G Preferred Stock have the right to cast votes on all Proposals above, except any shareholder proposals, equal to the as-converted amount of such Series C Preferred Stock and Series G Preferred Stock, respectively, (subject to the beneficial ownership limitations in the Series C COD and Series G COD, respectively). On the record date, there were 20,000,000 shares of common stock issued and outstanding, 238 shares of Series C Preferred Stock issued and outstanding, and 5,272 shares of Series G Preferred Stock issued and outstanding. The votes associated with such Series C Preferred Stock and Series G Preferred Stock, given beneficial ownership limitations, total 2,219,753, collectively, resulting in an aggregate of 22,219,753 total voting shares at the meeting.

Q:	What Proposals will be voted on at the meeting?

A:	Two Proposals are scheduled to be voted upon at the meeting:

	·	To approve the filing of an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”) to increase the number of our authorized shares of common stock from 20,000,000 to 500,000,000.

	·	To consider and vote upon a Proposal to authorize our Board of Directors, in its discretion, to adjourn the Special Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Proposal listed above at the time of the Special Meeting.

Q:	Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A:	Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, on or about , 2023, we are sending the Notice to our stockholders of record and beneficial owners. All stockholders will have the ability, beginning on or about , 2023, to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice ls. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis, provided, however, that only one proxy statement will be delivered to multiple stockholders sharing an address.

Q:	Can I vote my shares by filling out and returning the Notice?

A:	No. The Notice identifies the items to be voted on at the meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote via the Internet, by telephone or by requesting and returning a paper proxy card. You may also vote during the meeting by following the instructions available on the meeting website during the meeting.

Q:	How can I get electronic access to the proxy materials?

A:	The Notice will provide you with instructions regarding how to:

	·	View our proxy materials for the meeting on the Internet; and

	·	Instruct us to send future proxy materials to you electronically by email.

	·	Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our Special Meeting on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

	·	Call 1-866-752-8683 to vote by telephone;

	·	Go to https://www.iproxydirect.com/CEI to vote over the Internet; or

	·	If you received a paper copy of your proxy materials, please MARK, SIGN, DATE AND RETURN your proxy card in the postage-paid envelope. If you are voting by telephone or the Internet, have the control number from your proxy card ready, and please do not mail your proxy card.

Q:	Can I revoke or change my proxy?

A:	Yes. You may revoke or change a previously delivered proxy at any time before the meeting by delivering another proxy with a later date, by voting again via the Internet, fax or by telephone, or by delivering written notice of revocation of your proxy to our Secretary (the “Secretary”) at our principal executive offices before the beginning of the meeting. You may also revoke your proxy by attending the meeting and voting at the meeting, although attendance at the meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a broker, bank or other nominee, you must contact that nominee to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting at the meeting if you obtain a legal proxy as described above.

Q:	How does the Board of Directors recommend I vote on the Proposals?

A:	The Board of Directors recommends you vote “FOR” the amendment to our Articles of Incorporation to increase our authorized common stock, and “FOR” the approval to adjourn the meeting to a later date, as described above.

Q:	Who will count the vote?

A:	The inspector of election will count the vote.

Q:	What is a “quorum?”

A:	A quorum is the number of shares that must be present to hold the meeting. The quorum requirement for the meeting is 33% of the outstanding voting shares as of the record date, present in person or represented by proxy. Your shares will be counted for purposes of determining if there is a quorum if you are present and vote in person at the meeting; or have voted on the Internet, by fax, by telephone or by properly submitting a proxy card or voting instruction card by mail. Abstentions and broker non-votes also count toward the quorum. “Broker non-votes” occur when brokers, banks or other nominees that hold shares on behalf of beneficial owners do not receive voting instructions from the beneficial owners prior to the meeting and do not have discretionary voting authority to vote those shares.

Q:	What vote is required to approve each item?

A:	The following table sets forth the voting requirement with respect to each of the Proposals:

Proposal 1 - Approval of the filing of an amendment to the Company’s Articles of Incorporation to increase the number of our authorized shares of common stock from 20,000,000 to 500,000,000.		To be approved by stockholders, this Proposal must receive the affirmative “FOR” vote of the holders of a majority of the shares outstanding and entitled to vote.

Proposal 2 - Approval to adjourn the Special Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Proposal listed above at the time of the Special Meeting.		To be approved by stockholders, this Proposal must receive the affirmative “FOR” vote of the holders of a majority of shares represented at the meeting, in person or by proxy, and entitled to vote.

Q:	What does it mean if I get more than one Notice?

A:	Your shares are probably registered in more than one account. Please provide voting instructions for all Notices, proxy and voting instruction cards you receive.

Q:	How many votes can I cast?

A:	Holders of our common stock receive one vote for each share of common stock which they hold as of the Record Date. Holders of our Series C Preferred Stock and Series G Preferred Stock have the right to cast votes on all Proposals above, except any shareholder proposals, equal to the as-converted amount of such Series C Preferred Stock and Series G Preferred Stock, respectively, (subject to the beneficial ownership limitations in the Series C COD and Series G COD, respectively). On the record date, there were 20,000,000 shares of common stock issued and outstanding, 238 shares of Series C Preferred Stock issued and outstanding, and 5,272 shares of Series G Preferred Stock issued and outstanding. The votes associated with such Series C Preferred Stock and Series G Preferred Stock, given beneficial ownership limitations, total 2,219,753, collectively, resulting in an aggregate of 22,219,753 total voting shares at the meeting.

Q:	Where can I find the voting results of the meeting?

A:	The preliminary voting results will be announced at the meeting. The final results will be published in a current report on Form 8-K to be filed by us with the SEC within four business days of the meeting.

	·	each stockholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock,

	·	each director,

	·	each executive officer, and

	·	all directors and executive officers as a group.

	Number of Shares of Common Stock		Percent of Common Stock
Stockholder
Executive Officers and Directors
James A. Doris		-	*
Frank W. Barker, Jr.		-	*
Robert K. Green		-	*
Fred S. Zeidman		-	*
James G. Miller		-	*
All Executive Officers and Directors as a Group (Five Persons)		-	*
Greater than 5% Stockholders
Antilles Family Office, LLC (1)		2,219,753	9.99	%

(a)	No officer or director of the Company has any substantial interest in the matters to be acted upon, other than his role as an officer or director of the Company.

(b)	No director of the Company has informed the Company that he intends to oppose the action taken by the Company set forth in this Proxy Statement.

	Camber Energy, Inc.
	15915 Katy Freeway, Suite 450
	Houston, TX 77094
	Attn: Secretary

	Sincerely,

	By:	/s/ James A. Doris
		James A. Doris
		Chief Executive Officer
Houston, Texas
, 2023

MAIL:	Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.
FAX:	Complete the reverse portion of this Proxy Card and Fax to 202-521-3464.
INTERNET:	https://www.iproxydirect.com/CEI
PHONE:	1-866-752-VOTE(8683)

SPECIAL MEETING OF THE STOCKHOLDERS OF CAMBER ENERGY, INC.			PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROPOSAL 1		→	FOR	AGAINST	ABSTAIN
	To approve an amendment to the Company’s Articles of Incorporation to increase the number of our authorized shares of common stock from 20,000,000 to 500,000,000.		☐	☐	☐

PROPOSAL 2		→	FOR	AGAINST	ABSTAIN
	To consider and vote upon a Proposal to authorize our Board of Directors, in its discretion, to adjourn the Special Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Proposal listed above at the time of the Special Meeting.		☐	☐	☐
				MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: ☐
This Proxy, when properly executed will be voted as provided above, or if no contrary direction is indicated, it will be voted “For” each of Proposals 1 and 2, and for all such other business as may properly come before the meeting in the sole determination of the Proxies.				MARK HERE FOR ADDRESS CHANGE ☐ New Address (if applicable): ____________________________ ____________________________ ____________________________ IMPORTANT: 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. Dated: ________________________, 2023
				(Print Name of Stockholder and/or Joint Tenant)
				(Signature of Stockholder)
				(Second Signature if held jointly)