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
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Galenfeha, Inc.
(Name of
Registrant as Specified In Its Charter)
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Galenfeha, Inc.
420 Throckmorton Street
Suite 200
Ft. Worth, Texas 76102
800-280-2404
NOTICE OF ANNUAL ELECTION OF THE BOARD OF DIRECTORS AND
APPROVE TWO
AMENDMENTS TO THE COMPANY’S BYLAWS TO BEGIN ON DECEMBER
1, 2016
Notice is hereby given of the Annual Election of the Board
of Directors and to approve two amendments to the Company’s Bylaws. This process
will begin on December 1, 2016 and will continue until a majority has been
reached. The election of the Board of Directors and the voting for two
amendments to the company bylaws will be in lieu of an annual Meeting of
Shareholders in order to expedite the process and save costs.
Dear Fellow Shareholders:
It is a pleasure to invite you to participate in the annual
election of Galenfeha’s Board of Directors. The election process will begin on
Thursday, December 1, 2016, and will continue until a majority vote has been
achieved. The attached Notice of Annual Election of the Board of Directors
discusses the items scheduled for a vote by stockholders at this time. In
addition to my request that you contact the company and vote your shares, our
secretary will be contacting shareholders via email and by telephone until a
majority has been reached. This process expedites shareholders’ receipt of the
voting material, and lowers the cost of our annual election process.
It is important that your shares be represented for this annual
election.
/s/ James Ketner
Interim: Chairman,
and Chief Executive Officer
Galenfeha, Inc.
Please Note: Galenfeha’s public disclosures and financial
reports can be found at the Securities and Exchange Commission Website:
https://www.sec.gov/cgi-bin/browse-edgar?company=galenfeha&owner=exclude&action=getcompany
Shareholders of Record
You may vote for the election of the Board of Directors and the
change in the company Bylaws if you were one of our shareholders of record at
the close of business on Wednesday, November 30, 2016. Each share is entitled to
one vote. On the record date, we had approximately 70,000,000 shares of our
common stock outstanding and entitled to vote that was not owned by affiliates.
Broker Non-Votes:
Broker non-votes” are shares held by brokers or nominees which
are present in person or represented by proxy, but which are not voted on a
particular matter because instructions have not been received from the
beneficial owner. Under the rules of the Financial Industry Regulatory Authority
(or “
FINRA
”), member brokers generally may not vote shares held by
them in street name for customers unless they are permitted to do so under the
rules of any national securities exchange of which they are a member. Brokers
who hold shares of our common stock in street name for their customers and have
transmitted our proxy solicitation materials to their customers, but do not
receive voting instructions from such customers, are not permitted to vote
during this election process.
Voting begins Thursday, December 1, 2016 and closes when a
majority vote has been reached. Please mark this ballot and return via email or
postal service as soon as possible.
BOARD OF DIRECTORS
(Please vote on each director for
re-election; biographies follow and continue on page 2)
CHAIRMAN OF THE BOARD
JAMES KETNER
DIRECTOR
LANELL ARMOUR
DIRECTOR
TREY MOORE
DIRECTOR
LUCIEN MARIONEAUX, JR.
These nominations have been made in accordance with Galenfeha,
Inc. By-laws.
BOARD OF DIRECTORS
James Ketner
-- Mr. Ketner has over 28 years of
experience as a Director and Chief Executive Officer of public and non-public
corporations. Much of his professional career has been spent as a contract
consulting engineer for Fortune 500 multi-national companies, building a
successful track record in directing public companies, securities law, domestic
and international regulatory agencies, operations streamlining, maximizing
productivity, and directing companies to achieve record profitability through
increased efficiency and productivity with state of the art technology. Mr.
Ketner is a resourceful decision-maker who combines strong leadership and
organizational skills with the ability to direct programs throughout the design
and manufacturing processes, utilizing his extensive experience and expertise in
high tech engineering and manufacturing environments. Mr. Ketner began his
career as a Numeric Control programmer at General Dynamics. In 1991, Mr. Ketner
embarked on his own as a consultant, and has since done contractual consulting
work for General Dynamics, Pratt and Whitney, Boeing, Lockheed, Daimler
Chrysler, Fiat, Honda Research and Development, Rockwell, Sikorsky Aircraft,
Embraer SP, and Dassault/Falcon Jet. Mr. Ketner has traveled extensively and is
well versed in conducting business in North and South America. Mr. Ketner chairs
the Board of Directors, and is responsible for the daily operations of the
company as well as the planning and implementation of short and long-term
strategies for productivity and profitability. Additionally, he serves as
Galenfeha’s lead research engineer, spearheading the company’s development of
groundbreaking new technology.
LaNell Armour
-- Ms. Armour has enjoyed a nearly
three-decade career as a public and media relations specialist, educator, and
writer. A seasoned arts administrator, she previously held leadership positions
with the Ravinia Festival in Highland Park, Illinois; the Chicago Symphony
Orchestra; and Dallas Chamber Music Society. Ms. Armour has served on the
faculty of the acclaimed Old Town School of Folk Music in Chicago, Illinois, and
the Music Institute of North Texas (MINT) in Frisco, Texas, directing that
institution’s celebrated “Harmony Road” curriculum. She is a former editor of
Clavier magazine, the authoritative publication for pianists and piano
instructors; and author/editor of Piano Explorer, the accompanying magazine
designed for elementary and middle school aged students. Ms. Armour joined
Galenfeha, Inc. in April 2013 as a founding Director. In addition to serving as
Secretary/Treasurer of the Board, Ms. Armour acts as Galenfeha’s investor
relations director, and guides public and media relations efforts. She also
shares in the responsibility of the company’s daily operations.
Trey Moore
-- Mr. Moore has over 24 years of experience
as a senior level executive in the oil and gas industries. He worked as the
Manager of the Eastern Division of J-W Measurement Company, where he contributed
to increasing revenues from 6M to 140M over the course of 13 years. He also
managed the operations of Eagle Oil, an oil and gas operator in Texas and
Louisiana. Mr. Moore is the co-founder and Chief Executive Officer of Fleaux
Services of Louisiana. His successful track record of executing new business
strategies and developing new technologies, along with his vast experience, has
given Mr. Moore an expansive understanding of the needs for better engineered
products and services. Considered to be one of the most proficient, driven
individuals in the Industry, Mr. Moore is also a veteran of the United States
Marine Corps.
Lucien Marioneaux Jr.
-- Mr. Marioneaux has enjoyed a
15-year legal career throughout the state of Louisiana. He previously held the
position of Senior Director of Security, Risk Management and Regulatory
Compliance for L’Auberge du Lac Casino Resort, directing all operations within
those departments. Mr. Marioneaux is active in the Louisiana Bar Association,
the Shreveport Bar Association, the DeSoto Parish Bar Association, the Louisiana
Casino Association and the Louisiana District Attorney’s Association. He has
served as co-chair of the Southwest Chamber of Commerce’s Governmental Affairs
Committee and was a visiting professor for McNeese State University, where he
taught “The Legal Environment of Business.”
APPROVAL OF AMENDMENTS TO BYLAWS
Bylaws Amendment for Ratification:
1. Creation of a “Preferred” Class of Stock.
Explanation for the Amendment:
The directors of Galenfeha, Inc. believe it is in the best
interest of our common shareholders to create a preferred class of stock.
Currently, all Directors own common shares of stock and these amounts are
reported in our common Outstanding Share Structure. If the Preferred Class of
Stock is approved by the shareholders, Galenfeha Affiliates can move their
common stock out of the float which will significantly reduce the amount of
shares reported in our common outstanding share structure.
APPROVE THE AMENDMENT
Bylaws Amendment for Ratification:
2. Board Chairman granted two (2) votes in cases of a tie;
board resolutions voted upon that result in a tie vote shall be decided by the
Board Chairman.
Explanation for the Amendment:
Galenfeha, Inc. Board of Directors currently consists of four
(4) members. In some cases, a tie may result in board voting. In order to
maintain a majority vote and prevent a delay in company business, it is
necessary to have a procedure in place to break the tie.
APPROVE THE AMENDMENT
GALENFEHA, INC. SHAREHOLDER INFORMATION
SHAREHOLDER NAME:
________________________________________________________
ADDRESS:
____________________________________________________________________
PHONE:
_______________________________________________________________________
EMAIL:
_______________________________________________________________________
NUMBER
OF SHARES HELD: ____________________________________________________
SIGNATURE OF SHAREHOLDER:
________________________________________________
PLEASE SCAN AND EMAIL COMPLETED BALLOT TO:
LaNell
Armour, Secretary/Treasurer
larmour@galenfeha.com
OR
MAIL COMPLETED BALLOT TO:
Galenfeha, Inc.
Attn:
LaNell Armour, Secretary/Treasurer
420 Throckmorton Street, Suite 200
Ft. Worth, Texas 76102
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