DEFA14A 1 d330874ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                            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
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

RENEWABLE ENERGY GROUP, 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 the appropriate box):
x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

 

 

 

  (2)  

Aggregate number of securities to which transaction applies:

 

 

 

 

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-1 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

  (4)  

Proposed maximum aggregate value of transaction:

 

 

 

 

  (5)   Total fee paid
   
 

 

¨   Fee paid previously with preliminary materials.
¨   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 statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

 

 

 

  (2)  

Form, Schedule or Registration Statement No.:

 

 

 

 

  (3)  

Filing Party:

 

 

 

 

  (4)  

Date Filed:

 

 

 

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 


PROXY

RENEWABLE ENERGY GROUP, INC.

Annual Meeting of Stockholders – May 22, 2012

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby appoints Daniel J. Oh and Chad Stone (the “Proxies”), and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote all shares of Series B Preferred Stock and Class A Common Stock of Renewable Energy Group, Inc. (the “Company”) which the undersigned is entitled to vote, as indicated below.

The Proxies are hereby authorized to vote all shares of Class A Common Stock held by the undersigned as follows:

 

  1.      ELECTION OF DIRECTORS            
       Management Nominees:    FOR    AGAINST    ABSTAIN   
      

1.1   Daniel J. Oh

   ¨    ¨    ¨   
      

1.2   Michael Scharf

   ¨    ¨    ¨   
  2.         Proposal to approve the advisory (non-binding) resolution relating to executive compensation
      

   FOR

      AGAINST       ABSTAIN   
      

   ¨

      ¨       ¨   
  3.         Ratification of the appointment of the independent registered public accounting firm.   
      

   FOR

      AGAINST       ABSTAIN   
      

   ¨

      ¨       ¨   

The Proxies are hereby authorized to vote all shares of Series B Preferred Stock in a manner proportionate to the votes cast by all holders of the Class A Common Stock and Common Stock of the Company (without taking into account abstentions), as contemplated by the Investment Agreement, dated July 21, 2011, by and among the undersigned, the Company and certain holders of Series B Preferred Stock of the Company.

The Proxies may in their discretion, vote upon such other business as may properly come before the Annual Meeting of Stockholders of the Company to be held May 22, 2012 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.

 

   Stockholder                                                                      
   Signature                                                                           
  

Name:

  
  

Title:

  
   Date