PROXY STATEMENT
For Annual Meeting of Stockholders
To Be Held October 21, 2016
Solicitation of Proxies:
This Proxy Statement is furnished in connection with solicitation of Proxies on behalf of the Board of Directors of FieldPoint Petroleum Corporation (the "Company") to be voted at the annual meeting of stockholders (the "Meeting") to be held at
Austin Country Club, 4408 Long Champs Drive, Austin, Texas 78746,
on Friday, October 21, 2016 at 11:00 a.m., Central Daylight Time and at any adjournments thereof.
At the Meeting, the stockholders will be asked to consider and vote upon: (i) a proposal to elect five (5) nominees as directors of the Company to serve until the next annual meeting of stockholders of the Company to be held in 2017; (ii) to ratify the selection of Hein & Associates LLP as the Company's independent registered public accounting firm for the current fiscal year ending December 31, 2016; (iii) a proposal to approve under Rule 713 of the NYSE MKT Company Guide the sale of additional equity securities not to exceed an aggregate of 6 million shares of common stock or common stock equivalents at a price per share of not less than $0.45 per share (the Equity Transaction) ; (iv)
to conduct a nonbinding advisory vote on executive officer compensation;
(v)
to conduct a nonbinding advisory vote on the frequency of nonbinding advisory votes on executive officer compensation in the future;
and (vi) any other business as may properly come before the Meeting or any adjournment thereof (collectively, the "Proposals"). The Board of Directors unanimously recommends that the stockholders vote FOR all nominees as directors and IN FAVOR of all Proposals.
In the event the Annual Meeting is, for any reason, adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the Annual Meeting. At the adjourned meeting, any business may be transacted which might have been transacted at the original Annual Meeting.
ANY PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY WRITTEN NOTICE MAILED OR DELIVERED TO THE SECRETARY, BY RECEIPT OF A PROXY PROPERLY SIGNED AND DATED SUBSEQUENT TO AN EARLIER PROXY, AND BY REVOCATION OF A WRITTEN PROXY BY REQUEST IN PERSON AT THE ANNUAL MEETING OF STOCKHOLDERS. IF NOT SO REVOKED, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY FORM.
This Statement is being mailed on or about September 16, 2016, to our Stockholders eligible to vote at the Annual Meeting. Concurrently with the mailing of this Statement, we are furnishing to our stockholders our Annual Report on Form 10-K for its fiscal year ended December 31, 2015. You can also review our Annual report on our website:
www.fppcorp.com.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
OCTOBER 21, 2016
We have filed an Annual Report on Form 10-K with the SEC for our fiscal year ended December 31, 2015. A copy of our Form 10-K (excluding exhibits) has been provided to each person who was a record or beneficial owner of Common Shares as of the Record Date and is available on our corporate web site (
www.fppcorp.com
). Exhibits to the Form 10-K will be furnished upon payment of the fee described in the list of exhibits accompanying the copy of Form 10-K. Requests for any exhibits to our Form 10-K should be addressed to Roger Bryant, Chairman, FieldPoint Petroleum Corporation, 609 Castle Road, #335, Austin, Texas 78746.
The 2015 Proxy Statement and the Annual Report to Stockholders for the fiscal year ended December 31, 2015 are also available at
www.edocumentview.com/FPPC.com
. On this site, you will be able to access these materials and any amendments or supplements to these materials that are required to be furnished to stockholders. Information contained on or connected to our website is not incorporated by reference into this proxy statement and should not be considered a part of this proxy statement or any other filing that we file with the United States Securities and Exchange Commission (SEC).
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
ALTERNATIVE VOTING PROCEDURES
In addition to voting in person at the Annual Meeting or mailing the attached Proxy Card to the Company, stockholders will also be able to vote by using the internet or by telephone.
To vote by Internet, log onto
www.investorvote.com/fppc
and follow steps outlined on the secure website.
To vote by telephone, call toll free 1-800-625-VOTE (8683) and follow instructions provided by the recorded message.
GENERAL MATTERS
Why did I receive these proxy materials?
You received these proxy materials from us in connection with the solicitation of proxies by our Board to be voted at the annual meeting because you owned shares of our common stock as of September 1, 2016. We refer to this date as the record date.
This proxy statement contains important information for you to consider when deciding how to vote your shares at the annual meeting. Please read this proxy statement carefully.
What is the purpose of the annual meeting?
At the annual meeting, our stockholders will act upon the matters outlined in the notice of meeting on the cover of this proxy statement, including the election of five directors to our Board, the
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ratification of the appointment of Hein & Associates LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016, the approval of the Equity Transaction and the non-binding advisory vote on executive compensation and frequency of such non-binding advisory vote. The stockholders of the Company have no appraisal rights in connection with any of the proposals described herein.
How many votes must be present to hold the annual meeting?
A quorum must be present at the annual meeting for any business to be conducted. A quorum is the presence at the annual meeting, in person or by proxy, of the holders of at least one-third of the shares of common stock issued and outstanding on the record date. As of the record date, there were
8,890,101
shares of our common stock outstanding and entitled to vote at the annual meeting. Consequently, the presence at the annual
meeting, in person or by proxy, of the holders of at least
2,963,070
shares of common stock is required to establish a quorum for the annual meeting. Proxies that are voted FOR ALL NOMINEES, WITHHOLD AUTHORITY FOR ALL NOMINEES, FOR ALL EXCEPT, FOR or AGAINST on a matter are treated as being present at the annual meeting for purposes of establishing a quorum and are also treated as shares represented and voting at the annual meeting with respect to such matter.
Abstentions are counted for purposes of determining the presence or absence of a quorum for the transaction of business. Additionally, shares held by a broker, bank or other nominee for which the nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on certain proposals (which are considered broker non-votes with respect to such proposals) will be treated as shares present for quorum purposes. The effect of abstentions and broker non-votes on each proposal is set forth in more detail under What vote is required to approve each proposal discussed in this proxy statement, and how are my votes counted?
What is a proxy?
A proxy is your legal designation of another person to vote the shares that you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. Our Board has appointed Roger Bryant, referred to as the proxy holder, to serve as proxy for the annual meeting.
What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, then you own our common stock through multiple accounts at the transfer agent and/or with stock brokers. Please sign and return all proxy cards to ensure that all of your shares are voted at the annual meeting.
Who is participating in this proxy solicitation, and who will pay for its cost?
We will bear the entire cost of soliciting proxies, including the cost of the preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional information furnished to our stockholders. In addition to this solicitation by mail, our directors, officers and other employees may solicit proxies by use of mail, telephone, facsimile, electronic means, in person or otherwise. These persons will not receive any additional compensation for assisting in the solicitation, but may be reimbursed for reasonable out-of-pocket expenses in connection with
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the solicitation. We will also reimburse brokerage firms, nominees, fiduciaries, custodians and other agents for their expenses in distributing proxy material to the beneficial owners of our common stock.
Could other matters be decided at the annual meeting?
When this proxy statement went to press, we did not know of any matters to be raised at the annual meeting other than those referred to in this proxy statement. For any other matter that properly comes before the annual meeting, the proxy holders will vote as recommended by our Board or, if no recommendation is given, in their own discretion.
What is the difference between holding shares as a stockholder of record and as a beneficial stockholder?
If your shares are registered directly in your name with our transfer agent, ComputerShare Stock Transfer & Trust Company, you are a stockholder of record of these shares, and you are receiving these proxy materials directly from us. As the stockholder of record, you have the right to mail your proxy directly to us or to vote in person at the annual meeting.
Most of our stockholders hold their shares in a stock brokerage account or through a bank or other holder of record rather than directly in their own name. If your shares are held in a brokerage account, by a bank or other holder of record, commonly referred to as being held in street name, you are the beneficial owner of
these shares and these proxy materials are being forwarded to you by that custodian. See How do I vote my shares? below for a discussion of the effect of holding shares of record and as a beneficial stockholder on non-discretionary and discretionary items.
How many votes do I have?
You are entitled to one vote for each share of common stock that you owned on the record date on all matters considered at the annual meeting.
How do I vote my shares?
Shares held directly in your name as the stockholder of record can be voted in person at the annual meeting or you can provide a proxy to be voted at the annual meeting by signing and dating the enclosed proxy card and returning it in the enclosed, postage-paid envelope.
In addition to voting in person at the Meeting or mailing the attached Proxy Card to the Company, stockholders will also be able to vote by using the internet or by telephone.
To vote by Internet, log onto
www.investorvote.com/fppc
and follow steps outlined on the secure website.
To vote by telephone, call toll free 1-800-625-VOTE (8683) and follow instructions provided by the recorded message.
If your shares are held in street name by your broker or bank, you will receive a proxy card with this proxy statement. Like shares held of record, you may vote your shares held in street name in person at the annual meeting or by signing and dating the enclosed proxy card and returning it in the enclosed, postage-paid envelope.
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If you plan to vote in person at the annual meeting, please bring proof of identification. Even if you currently plan to attend the annual meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the annual meeting.
As a beneficial owner, you must provide voting instructions to your broker, bank or other nominee by the deadline provided in the materials you receive from your broker, bank or other nominee. Whether your shares can be voted by such person depends on the type of item being considered for vote:
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Non-discretionary items.
The election of directors, advisory votes on compensation and frequency of advisory vote, and Equity Transaction are non-discretionary items (each a Discretionary Item and collectively the Discretionary Items) and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners. Thus, if you hold your shares in street name and you do not instruct your broker or bank how to vote on the Discretionary Items, no votes will be cast on your behalf regarding these proposals.
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Discretionary items.
The ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2016, is a discretionary item.
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Brokers, banks and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal at their discretion.
If you vote by granting a proxy, the proxy holders will vote the shares of which you are the stockholder of record in accordance with your instructions. If you submit a proxy without giving specific voting instructions, the proxy holders will vote those shares as recommended by our Board.
Can I change my vote after I return my proxy card?
Yes. Even after you have returned your proxy card, you may revoke your proxy at any time before it is exercised by (i) submitting a written notice of revocation to our Corporate Secretary by mail to FieldPoint Petroleum Corporation at the address set forth at the beginning of this Proxy Statement or by facsimile at (512) 335-1294, (ii) mailing in a new proxy card bearing a later date or (iii) attending the annual meeting and voting in person, which suspends the powers of the proxy holder.
What vote is required to approve each proposal discussed in this proxy statement, and how are my votes counted?
Election of Directors.
The affirmative vote of a majority of the votes of the shares represented at the annual meeting, in person or by proxy, and entitled to vote on the election of directors is required for the election of directors. In the vote on the election of five director nominees identified in this proxy statement, you may vote:
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FOR ALL director nominees;
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WITHHOLD AUTHORITY FOR ALL director nominees; or
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FOR ALL EXCEPT either director nominee.
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Votes marked WITHHOLD AUTHORITY FOR ALL and FOR ALL EXCEPT will be counted for purposes of determining the presence or absence of a quorum but have no effect on the outcome of election of directors.
Ratification of Appointment of Independent Registered Public Accounting Firm.
The affirmative vote of the holders of a majority of the shares represented at the annual meeting, in person or by proxy, and entitled to vote on this proposal is required for approval. In the vote to ratify the appointment of Hein & Associates LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016, you may vote:
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FOR;
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AGAINST; or
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ABSTAIN.
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Votes marked ABSTAIN will be counted for purposes of determining the presence or absence of a quorum and will have the same effect as a vote AGAINST the proposal. However, broker non-votes, which will be counted for purposes of determining the presence or absence of a quorum, will have no legal effect on the outcome of this proposal.
Approval of Equity Transaction.
The affirmative vote of the holders of a majority of the shares represented at the annual meeting, in person or by proxy, and entitled to vote on this proposal is required for approval. In the vote to approve of the Equity Transaction, you may vote:
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FOR;
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AGAINST; or
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ABSTAIN.
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Votes marked ABSTAIN will be counted for purposes of determining the presence or absence of a quorum and will have no effect on the outcome of approval of this proposal.
Compensation of the Companys Principal Officers SAY ON PAY
. In this non-binding advisory vote shareholders are asked to vote FOR or AGAINST the current compensation practices and policies as they apply to the Companys Principal Officers, and as more fully described in the body of this document. The results of the vote will be taken under advisement by the Board in its future consideration and development of the Companys compensation practices, you may vote:
Broker non-votes, which will be counted for purposes of determining the presence or absence of a quorum, will have no legal effect on the outcome of this proposal.
Frequency of SAY ON PAY votes
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affirmative vote of the holders of a majority of the shares represented at the annual meeting, in person or by proxy, and entitled to vote on this proposal is required to set a one, two or three year interval between shareholder SAY ON PAY votes. You may vote:
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FOR; a one, two or three year interval; or
ABSTAIN
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May I propose actions for consideration at the next annual meeting of stockholders or nominate individuals to serve as directors?
You may submit proposals for consideration at future stockholder meetings, including director nominations. Please see Submission of Stockholder Proposals and Other Deadlines for the 2016 Annual Meeting of Stockholders for more details.
What is householding, and how does it affect me?
The SEC has implemented rules regarding the delivery of proxy materials to households. This method of delivery, often referred to as householding, permits us to send a single annual report and/or a single proxy statement to any household at which two or more different stockholders reside where we believe the stockholders are members of the same family or otherwise share the same address or where one stockholder has multiple accounts. In each case, the stockholder(s) must consent to the householding process. Under the householding procedure, each stockholder continues to receive a separate notice of any meeting of stockholders and proxy card. Householding reduces the volume of duplicate information our stockholders receive and reduces our expenses. We may institute householding in the future and will notify our registered stockholders who will be affected by householding at that time.
Many brokers, banks and other holders of record have instituted householding. If you or your family has one or more street name accounts under which you beneficially own our common stock, you may have received householding information from your broker, bank or other holder of record in the past. Please contact the holder of record directly if you have questions, require additional copies of this proxy statement or our 2015 annual report to stockholders or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding. These options are available to you at any time.
Where may I obtain additional information about FieldPoint Petroleum Corporation or about the annual meeting?
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We refer you to our annual report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC, on March 30, 2016. The annual report is not part of the proxy solicitation material.
If you would like to receive any additional information, please contact our Corporate Secretary at FieldPoint Petroleum Corporation, 609 Castle Road # 335, Austin, TX 78746 or (512) 250-8692.
Record Date and Outstanding Shares:
The Board of Directors has fixed the close of business on September 1, 2016, as the record date for the determination of holders of shares of outstanding capital stock entitled to notice of and to vote at the Meeting. On September 1, 2016, there were outstanding 8,890,101 shares of common stock, $0.01 par value held by stockholders entitled to vote at the meeting.
Voting Proxies:
A proxy card accompanies this Proxy Statement. All properly executed proxies that are not revoked will be voted at the Meeting, and any postponements or adjournments thereof, in accordance with the instructions contained therein. Proxies containing no instruction regarding the Proposals specified in the form of proxy will be voted for all nominees as directors and in favor of the Proposals. The Meeting may be adjourned and additional proxies solicited, if the vote necessary to approve a Proposal has not been obtained. Any adjournment of the Meeting will require the affirmative vote of the holders of at least a majority of the shares represented, whether in person or by proxy, at the Meeting (regardless of whether those shares constitute a quorum).
A stockholder who has executed and returned a proxy may revoke such proxy at any time before it is voted at the Meeting by executing and returning a proxy bearing a later date, by filing written notice of such revocation with the Secretary of the Company stating the proxy is revoked, or by attending the Meeting and voting in person. Mere attendance at the Meeting will not revoke a properly executed proxy.
Quorum and Required Vote:
Quorum:
The holders of one-third of the shares of Common Stock issued and outstanding on the Record Date and entitled to vote at the Meeting shall constitute a quorum of the transactions of business at the Meeting. Shares of Common Stock present in person or represented by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at the Meeting. Broker non-votes will not be considered present at the meeting for purposes of determining a quorum.
Required Vote:
At the Meeting, the holders of Common Stock on the Record Date will be entitled to one vote per share on each matter of business properly brought before the Meeting including one vote per share on each of the nominees for director and the Proposals.
Holders of Common Stock have the right to elect five (5) members of the Board of Directors, as proposed in the "Director Election Proposal." Every holder of Common Stock on the Record Date shall have the right to vote, in person or by proxy, the number of shares of Common Stock owned, for as many persons as there are directors to be elected at that time. Cumulative voting in the
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election of directors is not permitted. Directors will be elected by a majority of the votes cast for the election of directors.
All other matters to be approved will require the affirmative vote of a majority of the shares represented and voted at the meeting.
Abstentions will have the legal effect of a withheld vote in the election of Directors; abstentions will have the legal effect of a vote against a Proposal on all other matters. Broker non-votes will not be counted as votes either "for" or "against" any matter coming before the Meeting.
Votes by Directors, Officers, and Affiliates:
At the Record Date, directors, officers, and affiliates (including the Estate of Ray Reaves but excluding 2352007 Ontario Inc. and the Natale Rea (2013) Trust) of the Company had the right to vote through proxy, beneficial ownership or otherwise 2,831,174 shares of Common Stock, or 31.8% of the issued and outstanding Common Stock. The Company has been advised that the directors, officers, and affiliates of the Company (excluding 2352007 Ontario Inc. and the Natale Rea (2013) Trust) intend to vote
FOR
all nominees for director and
IN FAVOR
of all other Proposals described in this Proxy Statement. All these directors, officers, and affiliates of the Company will have an interest in the election of directors.
Proxy Solicitation and Expenses:
The costs of filing and printing this Proxy Statement and the materials used in this solicitation will be borne by the Company. Solicitation of Proxies may be made by mail by directors, officers and employees of the Company. In addition to the use of the mails, proxies may be solicited by personal interview, telephone, facsimile, telegraph, and by directors, officers and regular employees of the Company, without special compensation therefore; except that directors, officers and employees of the Company may be reimbursed for out-of-pocket expenses in connection with any solicitation of proxies. The Company will request banking institutions, brokerage firms, custodians, trustees, nominees, and fiduciaries to forward solicitation material to the beneficial holders or owners of Common Stock held of record by such persons, and the Company will reimburse reasonable forwarding expenses upon the request of such record holders.
Although the Company does not anticipate retaining a proxy solicitation firm to aid in solicitation of Proxies from its stockholders, if such a firm is retained, it would be paid customary fees and would be reimbursed for out-of-pocket expenses.
YOU SHOULD NOT SEND CERTIFICATES WITH YOUR PROXY CARD.
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