NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TIME AND DATE:
ITEMS OF BUSINESS:RECORD DATE:
PROXY VOTING:ANNUAL MEETING IN-PERSON ADMISSION:ANNUAL MEETING DIRECTIONS:
11:00 a.m., Eastern Time, on Wednesday, May 11, 2022.
Genie Energy Ltd.'s offices at 520 Broad Street, 4th Floor, Newark, New Jersey 07102.
1. To elect five directors, each for a term of one year.
2. To transact other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.
You can vote if you were a stockholder of record at 5:00 p.m. Eastern time on March 14, 2022.
You can vote either in person at the Annual Meeting or by proxy without attending the meeting. See details under the heading "How do I Vote?"
If you were a stockholder of record as of March 14, 2022, a form of personal photo identification must be presented in order to be admitted to the Annual Stockholders Meeting along with a COVID-19 vaccination record card from the Centers for Disease Control and Prevention ("CDC"), or proof of a negative COVID-19 test result (PCR or antigen) from within 24 hours of the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other written proof of ownership as of March 14, 2022 with you to the Annual Stockholders Meeting, as well as a form of personal photo identification and a COVID-19 vaccination record card from the CDC or proof of a negative COVID-19 test result (PCR or antigen) from within 24 hours of the Annual Meeting.
The Company requests that any stockholder seeking to attend the Annual Stockholders Meeting in person first email the Company's investor relations department email@example.com RSVP.
You may request directions to the Annual Meeting via email firstname.lastname@example.org by calling Genie Investor Relations at (973) 438-3848.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE GENIE ENERGY LTD. STOCKHOLDERS MEETING TO BE HELD ON MAY 11, 2022: The Notice of Annual Meeting and Proxy Statement and the 2021 Annual Report on Form 10-K are available at: https://genie.com/investors/investor-relations/
BY ORDER OF THE BOARD OF DIRECTORS
Joyce Mason Corporate Secretary
Newark, New Jersey
April 4, 2022
This Proxy Statement is being furnished to the stockholders of record of Genie Energy Ltd., a Delaware corporation (the "Company" or "Genie") as of 5:00 p.m. Eastern Time on March 14, 2022, in connection with the solicitation by the Company's Board of Directors (the "Board of Directors") of proxies for use in voting at the Company's 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will be held on Wednesday, May 11, 2022 at 11:00 a.m., Eastern Time, at Genie Energy Ltd.'s offices at 520 Broad Street, 4th Floor, Newark, New Jersey 07102. The shares of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), Class B common stock, par value $0.01 per share ("Class B Common Stock") and Series 2012-A Preferred Stock ("Preferred Stock") present at the Annual Meeting or represented by the proxies received by Internet or mail (properly marked, dated and executed) and not revoked, will be voted at the Annual Meeting. This Proxy Statement is being mailed to the Company's stockholders starting on or about April 8, 2022.
Solicitation and Voting Procedures
This solicitation of proxies is being made by the Company. The solicitation is being conducted by mail and by e-mail, and the Company will bear all attendant costs. These costs will include the expense of preparing and mailing proxy materials for the Annual Meeting and any reimbursements paid to brokerage firms and others for their expenses incurred in forwarding the solicitation materials regarding the Annual Meeting to the beneficial owners of the Company's Class A Common Stock, Class B Common Stock and Preferred Stock. The Company may conduct further solicitations personally, by telephone or by facsimile through its officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation.
The Board of Directors has fixed 5:00 p.m. Eastern time on Monday, March 14, 2022 as the record date (the "Record Date") for determining the holders of shares of Class A Common Stock, Class B Common Stock and Preferred Stock entitled to notice of, and to vote at, the Annual Meeting. As of the Record Date, the Company had 28,532,195 shares issued and outstanding and entitled to vote at the Annual Meeting, consisting of 1,574,326 shares
of Class A Common Stock, 24,635,170 shares of Class B Common Stock and 2,322,699 shares of Preferred Stock.
Stockholders are entitled to three votes for each share of Class A Common Stock held by them and one-tenth
of one vote for each share of Class B Common Stock and each share of Preferred Stock held by them. The holders
of Class A Common Stock, Class B Common Stock and Preferred Stock will vote as a single body on all matters presented to the stockholders. There are no dissenters' rights of appraisal in connection with any proposal.
How do I Vote?
You can vote either in person at the Annual Meeting or by proxy without attending the meeting.
Beneficial holders of the Company's Class A Common Stock, Class B Common Stock and Preferred Stock, as of the close of business in New York, New York on the Record Date, whose stock is held of record by another party should receive voting instructions from their bank, broker or other holder of record. If a stockholder's shares are held through a nominee and the stockholder wants to vote at the meeting, such stockholder must obtain a proxy from the nominee record holder authorizing such stockholder to vote at the Annual Meeting.
Stockholders of record should receive a paper copy of our proxy materials and may vote by following the instructions on the proxy card that is included with the proxy materials. As set forth on the proxy card, there are two convenient methods for holders of record to direct their vote by proxy without attending the Annual Meeting: viaInternet or by mail. To vote by Internet, visit www.voteproxy.com. To vote by mail, mark, date and sign the enclosed proxy card and return it in the postage-paid envelope provided. Holders of record may also vote by attending the Annual Meeting and voting by ballot. All shares for which a proxy has been duly executed and delivered (by Internet or mail) and not properly revoked prior to the meeting will be voted at the Annual Meeting. If a stockholder of record signs and returns a proxy card but does not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet or mail, the persons named as proxies will have the discretion to vote on those matters for you. On the date of filing this Proxy Statement with the Securities and Exchange Commission (the "SEC"), the Board of Directors did not know of any other matter to be raised at the Annual Meeting.
How Can I Change My Vote?
A stockholder of record can revoke his, her or its proxy at any time before it is voted at the Annual Meeting by delivering to the Company (to the attention of Joyce J. Mason, Esq., Corporate Secretary) a written notice of revocation or by executing a later-dated proxy by Internet or mail, or by attending the Annual Meeting and voting in person.
If your shares are held in the name of a bank, broker, or other nominee, you must obtain a proxy executed in your favor from the holder of record (that is, your bank, broker, or nominee) to be able to vote at the Annual Meeting.
What Constitutes a Quorum for the Meeting and What is the Vote Required for the Proposals?
The presence at the Annual Meeting of a majority of the voting power of the Company's outstanding Class A Common Stock, Class B Common Stock and Preferred Stock (voting together), either in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and any broker non-votes (i.e., votes withheld by brokers on non-routine proposals in the absence of instructions from beneficial owners) will be counted as present or represented at the Annual Meeting for purposes of determining whether a quorum exists.
The affirmative vote of a majority of the voting power present (in person or by proxy) at the Annual Meeting and casting a vote on a Proposal will be required for the approval of the election of any director (Proposal No. 1). This means that the number of votes cast "for" a nominee must exceed the number of votes cast "against" that nominee. Abstentions are not counted as votes "for" or "against" a nominee.
If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a "broker non-vote." In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange. In the event of a broker non-vote or an abstention with respect to any proposal coming before the Annual Meeting, the shares represented by the relevant proxy will not be deemed to be present and entitled to vote on those proposals for the purpose of determining the total number of shares of which a majority is required for adoption, having the practical effect of reducing the number of affirmative votes required to achieve a majority vote for such matters by reducing the total number of shares from which a majority is calculated.
If you are a beneficial owner whose shares are held of record by a broker, your broker does not have discretionary authority to vote on the election of directors or on any stockholder proposal or other matters raised at the Annual Meeting without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.
How Many Votes Are Required to Approve Other Matters?
Unless otherwise required by law or the Company's Bylaws, the affirmative vote of a majority of the voting power represented at the Annual Meeting and casting a vote on the matter will be required for other matters that may properly come before the meeting.
Stockholders Sharing the Same Address
We are sending only one copy of the Company's 2021 Annual Report on Form 10-K and the Proxy Statement to stockholders of record who share the same last name and address, unless they have notified the Company that they want to continue to receive multiple copies. This practice, known as "householding," is designed to reduce duplicate mailings and printings and postage costs. However, if any stockholder residing at such address wishes to receive a separate Annual Report or Proxy Statement in the future, he or she may contact Joyce J. Mason, Esq., Corporate Secretary, Genie Energy Ltd., 520 Broad Street, Newark, New Jersey 07102, or by phone at (973) 438-3500, and we will promptly forward to such stockholder a separate Annual Report or Proxy Statement. The contact information above may also be used by members of the same household currently receiving multiple copies of the 2021 Annual Report and Proxy Statement in order to request that only one set of materials be sent in the future.
The Company's fiscal year ends on December 31st of each calendar year.