UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the Securities Exchange 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)).
[X] Definitive
Proxy Statement.
[ ] Definitive
Additional Materials.
[ ] Soliciting
Material Pursuant to Section 240.14a-12.
NEW CONCEPT ENERGY,
INC. |
(Name of Registrant as
Specified In Its Charter) |
|
(Name of Person(s) Filing
Proxy Statement if other than the Registrant) |
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NEW CONCEPT ENERGY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 10, 2022
New Concept Energy, Inc. will
hold its Annual Meeting of Stockholders on Tuesday, November 10, 2022, at 11:30 a.m., local Dallas, Texas time, at 1603 LBJ Freeway, Suite
800, Dallas, Texas 75234. The purpose of the meeting is to consider and act upon:
● Election
of a Board of five directors to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified.
● Ratification
of the selection of Swalm & Associates, P.C. as the independent registered public accounting firm.
● Such
other matters as may properly be presented at the Annual Meeting.
Only Stockholders of record at
the close of business on Tuesday, October 11, 2022, will be entitled to vote at the meeting.
Your vote is important. Whether
or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card in the accompanying envelope provided.
Your completed proxy will not prevent you from attending the meeting and voting in person should you choose.
Dated: October 13, 2022
|
By order of the Board of Directors, |
|
|
|
Gene S. Bertcher, President |
__________________________
This Proxy Statement is available at www.newconceptenergy.com.
Among other things, the Proxy Statement contains
information regarding:
●
The date, time and location of the meeting
●
A list of the matters being submitted to Stockholders
●
Information concerning voting in person
NEW CONCEPT ENERGY, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 10, 2022
The Board of Directors of New
Concept Energy, Inc. (the “Company” or “we” or “us”) is soliciting proxies to
be used at the Annual Meeting of Stockholders following the fiscal year ended December 31, 2021 (the “Annual Meeting”).
Distribution of this Proxy Statement and a Proxy Form is scheduled to begin on October 17, 2022. The mailing address of the Company's
principal executive offices is 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234.
About the Meeting
Who Can Vote
Record holders of Common Stock
and Series B Preferred Stock of the Company at the close of business on Tuesday, October 11, 2022 (the “Record Date”),
may vote at the Annual Meeting. On that date, 5,131,934 shares of Common Stock and 559 shares of Series B Preferred Stock were outstanding.
Each share is entitled to cast one vote.
How You Can Vote
If you return your signed proxy
before the Annual Meeting, we will vote your shares as you direct. You can specify whether your shares should be voted for all, some or
none of the nominees for director. You can also specify whether you approve, disapprove or abstain from the other proposal to ratify the
selection of auditors.
If a proxy is executed and returned
but no instructions are given, the shares will be voted according to the recommendations of the Board of Directors. The Board of Directors
recommends a vote FOR both Proposals 1 and 2.
Revocation of Proxies
You may revoke your proxy at any
time before it is exercised by (a) delivering a written notice of revocation to the Corporate Secretary, (b) delivering another proxy
that is dated later than the original proxy, or (c) casting your vote in person at the Annual Meeting. Your last vote will be the vote
that is counted.
Vote Required
The holders of a majority of the
shares entitled to vote who are either present in person or represented by a proxy at the Annual Meeting will constitute a quorum for
the transaction of business at the Annual Meeting. As of October 11, 2022, there were 5,131,934 shares of Common Stock and 559 shares
of Series B Preferred Stock issued and outstanding. The presence, in person or by proxy, of stockholders entitled to cast at least 2,566,247
votes constitutes a quorum for adopting the proposals at the Annual Meeting. If you have properly signed and returned your proxy card
by mail, you will be considered part of the quorum, and the persons named on the proxy card will vote your shares as you have instructed.
If the broker holding your shares in “street” name indicates to us on a proxy card that the broker lacks
discretionary authority to vote your shares, we will
not consider your shares as present or entitled to vote for any purpose.
A plurality of the votes cast
is required for the election of directors. This means that the director nominee with the most votes for a particular slot is elected to
that slot. A proxy that has properly withheld authority with respect to the election of one or more directors will not be voted with respect
to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.
For the other two proposals, the
affirmative vote of the holders of a majority of the shares represented in person or by proxy entitled to vote on the proposal will be
required for approval. An abstention with respect to such proposal will not be voted, although it will be counted for purposes of determining
whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote.
If you received multiple proxy
cards, this indicates that your shares are held in more than one account, such as two brokerage accounts, and are registered in different
names. You should vote each of the proxy cards to ensure that all your shares are voted.
Other Matters to be Acted Upon at the Annual Meeting
We do not know of any other matters
to be validly presented or acted upon at the Annual Meeting. Under our Bylaws, no business besides that stated in the Annual Meeting Notice
may be transacted at any meeting of stockholders. If any other matter is presented at the Annual Meeting on which a vote may be properly
taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.
Expenses of Solicitation
The Company is making this solicitation
and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes.
Some of our directors, officers and employees may solicit proxies personally, without any additional compensation, by telephone or mail.
Proxy materials will also be furnished without cost to brokers and other nominees to forward to the beneficial owners of shares held in
their names.
Available Information
Our internet website address is
www.newconceptenergy.com. We make available free of charge through our website our most
recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon
as reasonably practicable after we electronically file or furnish such materials to the Securities and Exchange Commission (the “SEC”).
In addition, we have posted the Charters of our Audit Committee, Compensation Committee, and Governance and Nominating Committee, as well
as our Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers, Corporate Governance Guidelines and Corporate
Governance Guidelines on Director Independence, all under separate headings. These charters and principles are not incorporated in this
instrument by reference. We will also provide a copy of these documents free of charge to stockholders upon written request. The Company
issues Annual Reports containing audited financial statements to its common stockholders.
Multiple Stockholders Sharing the Same Address
The SEC rules allow for the delivery
of a single copy of an annual report and proxy statement to any household at which two or more stockholders reside, if it is believed
the stockholders are members of the same family. Duplicate account mailings will be eliminated by allowing stockholders to consent to
such elimination, or through implied consent if a
stockholder does not request continuation of duplicate mailings. Depending upon the practices of your broker, bank or other nominee, you
may need to contact them directly to continue duplicate mailings to your household. If you wish to revoke your consent to house holding,
you must contact your broker, bank or other nominee.
If you hold shares of common stock
in your own name as a holder of record, house holding will not apply to your shares.
If you wish to request extra copies
free of charge of any annual report, proxy statement or information statement, please send your request to New Concept Energy, Inc., Attention:
Investor Relations, 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234 or call (800) 400-6407.
Questions
You may call our Investor Relations
Department at 800-400-6407 if you have any questions.
PLEASE VOTE - YOUR VOTE IS IMPORTANT
Corporate Governance and Board Matters
The affairs of the Company are
managed by the Board of Directors. The Directors are elected at the annual meeting of stockholders each year or appointed by the incumbent
Board of Directors and serve until the next annual meeting of stockholders or until a successor has been elected or approved.
Current members of the Board
The members of the Board of Directors
on the date of this proxy statement, and the committees of the Board on which they serve, are identified below:
Director |
Audit Committee |
Compensation Committee |
Governance and Nominating Committee |
Gene S. Bertcher |
|
|
|
Richard W. Humphrey |
|
|
|
Dan Locklear |
Chair |
✓ |
✓ |
Cecelia Maynard |
✓ |
✓ |
Chair |
Raymond D. Roberts, Sr. |
✓ |
Chair |
✓ |
Role of the Board's
Committees
The Board of Directors has standing
Audit, Governance and Nominating, and Compensation Committees.
Audit Committee.
The functions of the Audit Committee are described below under the heading “Report of the Audit Committee.” The Audit
Committee is an “audit committee” for purposes of Section 3(a)(58) of the Securities Exchange Act of 1934, as amended. The
charter of the Audit Committee was adopted on December 12, 2003, and is available on the Company's
Investor Relations website (www.newconceptenergy.com). The Audit Committee was initially
formed on December 12, 2003. All of the members of the Audit Committee are independent within the meaning of the SEC regulations, the
listing standards of the NYSE American (formerly, the American Stock Exchange) and the Company’s Corporate Governance Guidelines.
Mr. Locklear, a member and Chair of the Committee, is qualified as an “audit committee financial expert” within the meaning
of SEC regulations and the Board has determined that he has accounting and related financial management expertise within the meaning
of the listing standards of the NYSE American. All of the members of the Audit Committee meet the independence and experience requirements
of the listing standards of the NYSE American. The Audit Committee met four times in 2021.
Governance and Nominating
Committee. The Governance and Nominating Committee is responsible for developing and implementing policies and practices relating
to corporate governance, including reviewing and monitoring implementation of the Company’s Corporate Governance Guidelines.
In addition, the Committee develops and reviews background information on candidates for the Board and makes recommendations to the Board
regarding such candidates. The Committee also prepares and supervises the Board's
annual review of director independence and the Board’s performance self-evaluation. The charter of the Governance and Nominating Committee
was adopted on October 20, 2004,
and is available on the Company's
Investor Relations website (www.newconceptenergy.com). The Governance and Nominating Committee
was initially formed on October 20, 2004. All of the members of the Governance and Nominating Committee are independent within the meaning
of the listing standards of the NYSE American and the Company's Corporate Governance Guidelines. The Governance and Nominating
Committee met two times in 2021.
Compensation Committee.
The Compensation Committee is responsible for overseeing the policies of the Company relating to compensation to be paid by the Company
to the Company’s principal executive officer and any other officers designated by the Board and make recommendations to the Board
with respect to such policies, produce necessary reports on executive compensation for inclusion in the Company's
proxy statement in accordance with applicable rules and regulations and to monitor the development and implementation of succession plans
for the principal executive officer and other key executives and make recommendations to the Board with respect to such plans. The charter
of the Compensation Committee was adopted on October 20, 2004, and is available on the Company’s Investor Relations website (www.newconceptenergy.com).
The Compensation Committee was initially formed on October 20, 2004. All of the members of the Compensation Committee are independent
within the meaning of the listing standards of the NYSE American and the Company's
Corporate Governance Guidelines. The Compensation Committee is to be comprised of at least three directors who are independent
of management and the Company. The Compensation Committee met two times in 2021.
Presiding Director
On November 8, 2011, the Board
created a new position of Presiding Director, whose primary responsibility is to preside over periodic executive sessions of the Board
in which management directors and other members of management do not participate. The Presiding Director also advises the Chairman of
the Board and, as appropriate, Committee chairs with respect to agendas and information needs relating to Board and Committee meetings,
provides advice with respect to the selection of Committee chairs and perform other duties that the Board may from time to time delegate
to assist the Board in the fulfillment of its responsibilities. The nonmanagement members of the Board designated Dan Locklear to serve
in this position until the Company's annual meeting of stockholders to be held
following the fiscal year ended December 31, 2021 (i.e., this meeting).
Selection of Nominees for the Board
The Governance and Nominating
Committee will consider candidates for Board membership suggested by its members and other Board members, as well as management and stockholders.
The Committee may also retain a third-party executive search firm to identify candidates upon request of the Committee from time to time.
A stockholder who wishes to recommend a prospective nominee for the Board should notify the Company's Corporate Secretary or any member
of the Governance and Nominating Committee in writing with whatever supporting material the stockholder considers appropriate. The Governance
and Nominating Committee will also consider whether to nominate any person nominated by a stockholder pursuant to the provisions of the
Company's bylaws relating to stockholder nominations.
Once the Governance and Nominating
Committee has identified a prospective nominee, the Committee will make an initial determination as to whether to conduct a full evaluation
of the candidate. This initial determination will be based on whatever information is provided to the Committee with the recommendation
of the prospective candidate, as well as the Committee's own knowledge of the prospective candidate, which may be supplemented by inquiries
to the person making the recommendation or others. The preliminary determination will be based primarily on the need for additional Board
members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors
described below. If the Committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that
additional consideration is warranted, it may request
the third-party search firm to gather additional information
about the prospective nominee's background and experience and to report its findings to the Committee. The Committee will then evaluate
the prospective nominee against the standards and qualifications set out in the Company's Corporate Governance Guidelines, including:
● the
ability of the prospective nominee to represent the interests of the stockholders of the Company;
● the
prospective nominee's standards of integrity, commitment and independence of thought and judgment;
● the
prospective nominee's ability to dedicate sufficient time, energy and, attention to the diligent performance of his or her duties, including
the prospective nominee's service on other public company boards, as specifically set out in the Company's Corporate Governance Guidelines;
● the
extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board;
● the
extent to which the prospective nominee helps the Board reflect the diversity of the Company's stockholders, employees, customers, guests
and communities; and
● the
willingness of the prospective nominee to meet any minimum equity interest holding guideline.
The Committee also considers such other relevant factors
as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need
for Audit Committee expertise and the evaluations of other prospective nominees. In connection with this evaluation, the Committee determines
whether to interview the prospective nominee, and if warranted, one or more members of the Committee, and others as appropriate, interview
prospective nominees in person or by telephone. After completing this evaluation and interview, the Committee makes a recommendation to
the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation
and report of the Committee.
The Bylaws of the Company provide
that any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors
at a meeting only if one hundred twenty (120) days prior written notice of such stockholders'
intention to make such nomination has been delivered personally to, or has been mailed to and received by the Board of Directors at the
principal office of the Company with a copy to the President and Secretary of the Company. If a stockholder has a suggestion for candidates
for election, the stockholder should follow this procedure. Each notice from a stockholder must set forth (i) the name and address of
the stockholder who intends to make the nomination and the name of the person to be nominated, (ii) the class and number of shares
of stock held of record, owned beneficially and represented by proxy by such stockholder as of the record date for the meeting and as
of the date of such notice, (iii) a representation that the stockholder intends to appear in person or by proxy at the meeting to
nominate the person specified in the notice, (iv) a description of all arrangements or understandings between such stockholder and each
nominee and any other person (naming those persons) pursuant to which the nomination is to be made by such stockholder, (v) such other
information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant
to the proxy rules, and (vi) the consent of each nominee to serve as a director of the Company if so elected. The chairman of the Annual
Meeting may refuse to acknowledge the nomination of any person not made in compliance with this procedure.
Determinations of Director Independence
In October 2004, the Board enhanced
its Corporate Governance Guidelines. The Guidelines adopted by the Board meet or exceed the new listing standards adopted
during the year by the American Stock Exchange. The full text of the Guidelines can be found in the Investor Relations section
of the Company's website (www.newconceptenergy.com). A copy may also be obtained upon request
from the Company's Corporate Secretary.
Pursuant to the Guidelines,
the Board undertook its annual review of director independence in December 2021. During this review, the Board considered transactions
and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates,
including those reported under “Certain Relationships and Related Transactions” below. The Board also examined transactions
and relationships between directors or their affiliates and members of the Company's senior management or their affiliates. As provided
in the Guidelines, the purpose of this review was to determine whether any such relationships or transactions were inconsistent
with a determination that the director is independent.
As a result of this review, the
Board affirmatively determined that the then directors, Messrs. Locklear, Lund, Humphrey and Roberts and Ms. Maynard, are each independent
of the Company and its management under the standards set forth in the Corporate Governance Guidelines.
Directors'
Service for Other Publicly Held Entities
Raymond D. Roberts, Sr. serves
as a member of the Audit Committee of this Company as well as three other corporations which are part of a consolidated group for financial
statement reporting purposes, all of which are involved in another industry, the common stock of each of which is listed and available
for trading on the NYSE and/or NYSE American, thus making four entities for which Mr. Roberts serves in a similar capacity. The Board
has determined, after discussion, that the fact that three of the entities are part of a consolidated group requires Mr. Roberts to be
familiar with the financial reporting requirements and standards of each of those entities due to the fact of consolidation and does
not create an additional burden upon Mr. Roberts but also confers a benefit on each of those three entities, as it may well save on Mr.
Roberts’ time and responsibility. This entity (and the other three consolidated entities) has no specific policy or prohibition upon Mr.
Roberts' or any other person's
service to any other publicly held entities, but the members of this Board periodically review other relationships among Committee and
Board members with other independent entities to ensure that no conflict exists and, in fact, have confirmed that Mr. Roberts'
service to other entities in other industries benefits the expertise of Mr. Roberts and the Company.
Board Meetings During Fiscal 2021
The Board met five times during
fiscal 2021. Each director attended 75% or more of the meetings of the Board and Committees on which he served. Under the Company's
Corporate Governance Guidelines, each Director is expected to dedicate sufficient time, energy an attention to ensure the diligent
performance of his or her duties, including by attending meetings of the stockholders of the Company, the Board and Committees of which
he is a member. In addition, the independent directors met in executive session four times during fiscal 2021.
Directors'
Compensation
Each nonemployee director currently
receives an annual retainer of $2,500 plus a meeting fee of $2,000 plus reimbursement for expenses. The Company also reimburses directors
for travel expenses incurred in connection with attending Board, committee and stockholder meetings and for other
Company/business related expenses. Directors who are
also employees of the Company receive no additional compensation for service as a director.
During 2021, $42,000 was paid
to the nonemployee directors in total directors' fees for all services, including
the annual fee for service during the period from January 1, 2021, through December 31, 2021. Those fees received by directors were Dan
Locklear ($10,500), Cecelia Maynard ($10,500), Richard W. Humphrey ($4,000) and Raymond D. Roberts, Sr. ($10,500).
Stockholders’ Communication
with the Board
Stockholders and other parties
interested in communicating directly with the presiding director or with the nonmanagement directors as a group may do so by writing to
Dan Locklear, Director, P. O. Box 830163, Richardson, Texas 75083-0160. Effective October 20, 2004, the Governance and Nominating Committee
of the Board also approved a process for handling letters received by the Company and addressed to members of the Board but received at
the Company. Under that process, the Corporate Secretary of the Company reviews all such correspondence and regularly forwards to the
Board a summary of all such correspondence and copies of all correspondence that, in the opinion of the Corporate Secretary, deals with
the functions of the Board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review
a log of all correspondence received by the Company that is addressed to members of the Board and received by the Company and request
copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the
attention of the Chairman of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect
to such matters.
Code of Ethics
The Company has adopted a Code
of Business Conduct and Ethics, which applies to all directors, officers and employees (including those of the contractual advisor). In
addition, on October 20, 2004, the Company adopted a code of ethics entitled “Code of Ethics for Senior Financial Officers”
that applies to the principal executive officer, president, principal financial officer, chief financial officer, the principal accounting
officer and controller. The text of both documents is available on the Company's Investor Relations website (www.newconceptenergy.com).
The Company intends to post amendments to or waivers from its Code of Ethics for Senior Financial Officers (to the extent applicable to
the Company's chief executive officer, principal financial officer or principal accounting officer) at this location on its website.
Compliance with Section 16(a) of Reporting Requirements
Section 16(a) under the Securities
Exchange Act of 1934 requires the Company’s directors, executive officers and any persons holding 10% or more of the Company's
shares of Common Stock are required to report their ownership of the Company’s shares of Common Stock and any changes in that ownership
to the SEC on specified report forms. Specific due dates for these reports have been established, and the Company is required to report
any failure to file by these dates during each fiscal year. All of these filing requirements were satisfied by the Company's
directors and executive officers and holders of more than 10% of the Company's
Common Stock during the fiscal year ended December 31, 2021. In making these statements, the Company has relied upon the written representations
of its directors and executive officers and the holders of 10% or more of the Company's
Common Stock and copies of the reports that each has filed with the SEC.
Security Ownership of Certain Beneficial Owners
and Management
Security Ownership of Certain Beneficial Owners
The following table sets forth
the ownership of the Company's Common Stock, both beneficially and of record,
both individually and in the aggregate, for those persons or entities known by the Company to be the beneficial owners of more than 5%
of its outstanding Common Stock as of the close of business on October 11, 2022.
Name and Address of
Beneficial Owner |
Amount and Nature of
Beneficial Ownership |
Approximate
Percent of Class |
Realty Advisors, Inc.
1603 LBJ Freeway, Suite 800
Dallas, Texas 75234 |
1,394,935 shares |
27.18% |
Security Ownership of Management
The following table sets forth
the ownership of the Company’s Common Stock, both beneficially and of record, both individually and in the aggregate, for the directors
and executive officers of the Company as of the close of business on October 11, 2022.
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership* |
Approximate Percent of Class** |
Gene S. Bertcher |
- |
0% |
Richard W. Humphrey |
- |
0% |
Dan Locklear |
- |
0% |
Cecelia Maynard |
- |
0% |
Raymond D. Roberts, Sr. |
- |
0% |
All directors and executive officers as a group (5 people) |
- |
0%
|
_____________________________
* “Beneficial Ownership”
means the sole or shared power to vote, or to direct the voting of, a security or investment power with respect to a security, or any
combination thereof.
** Percentages are based
upon 5,131,934 shares of Common Stock outstanding at October 11, 2022. |
PROPOSAL 1
ELECTION OF DIRECTORS
Five directors are to be elected
at the Annual Meeting. Each director elected will hold office until the Annual Meeting following the fiscal year ending December 31, 2022.
All of the nominees for director are now serving as directors. Each of the nominees has consented to being named in this proxy statement
as a nominee and has agreed to serve as a director if elected. The persons named on the proxy card will vote for all of the nominees for
director listed unless you withhold authority to vote for one or more of the
nominees. The nominees receiving a plurality of votes
cast at the Annual Meeting will be elected as directors. Abstentions and broker non-votes will not be treated as a vote for or against
any particular nominee and will not affect the outcome of the election of directors. Cumulative voting for the election of directors is
not permitted. If any director is unable to stand for reelection, the Board will designate a substitute. If a substitute nominee is named,
the persons named on the proxy card will vote for the election of the substitute director.
The nominees for election as directors
at the Annual Meeting are listed below, together with their ages, terms of service, all positions and offices with the Company, other
principal occupations, business experience and directorships with other companies during the last five years or more. All of the nominees
are currently serving as directors of the Company, and were elected at the Annual Meeting of Stockholders held on December 15, 2021. No
family relationship exists among any of the directors or executive officers of the Company. The designation “affiliated,”
when used below with respect to a director, means that the director is an officer, director or employee of the Company or one of its affiliated
entities.
Gene S. Bertcher, age 73, (Affiliated)
Director since November 1989 to September 1996 and since June 1999
Mr. Bertcher was elected President
and Chief Financial Officer effective November 1, 2004. He was elected Chairman and Chief Executive Officer in December 2006. He relinquished
the position of President in September 2008 and was reelected President in April 2009. From January 3, 2003 until that date he was also
Chief Executive Officer. Mr. Bertcher was Executive Vice President, Chief Financial Officer and Treasurer of the Company (November 1989
to November 2004). He has been a certified public accountant since 1973. Mr. Bertcher is also Executive Vice president (since February
2008) and Chief Financial Officer (since November 2, 2009) until December 16, 2021 of Income Opportunity Realty Investors, Inc., a Nevada
corporation (“IOR”), which has its common stock listed and traded on the NYSE American. Also, he was Executive Vice
President (February 2008 to July 2019) and Chief Financial Officer (May 2008 to July 2019) of American Realty Investors, Inc., a Nevada
corporation (“ARL”), which has its common stock listed and traded on the New York Stock Exchange (“NYSE”),
Transcontinental Realty Investors, Inc., a Nevada corporation (“TCI”), which also has its common stock listed and traded
on the NYSE. All of ARL, TCI and IOR are Dallas, Texas based real estate entities; prior to May 2008 and from February 2008 to April 2008,
he was also Interim Chief Financial Officer of ARL, TCI and IOR. Until November 1989, Mr. Bertcher was a partner in Grant Thornton, LLP
having served as Chairman of its National Real Estate and Construction Committee.
Richard W. Humphrey, age 75,
(Affiliated) Director since October 9, 2020
Mr. Humphrey has been, for more
than the past five years, broker at Regis Realty Prime, LLC, involved in sales and acquisitions of real estate properties. Mr. Humphrey
received from Southern Methodist University Cox School of Business both a Bachelors of Business Administration and Masters of Business
Administration degree with emphasis in real estate. From 1976 to 1979, he was also a part-time faculty member at Southern Methodist University
Cox School of Business in Dallas, teaching real estate classes in undergraduate and graduate school. Regis Realty Prime, LLC and its predecessors
are affiliated with Realty Advisors, Inc. (“RAI”).
Dan Locklear, age 70, (Independent)
Director since December 2003
Mr. Locklear has been Chief Financial
Officer of Sunridge Management Group, a real estate management company, for more than five years. Mr. Locklear was formerly employed by
Johnstown Management Company, Inc. and Trammel Crow Company. Mr. Locklear has been a certified public accountant since 1981 and a licensed
real estate broker in the State of Texas since 1978.
Cecelia Maynard, age 71, (Independent)
Director from January 2019 to July 10, 2020 and since August 20, 2020
Ms. Maynard was employed by Pillar
Income Asset Management, Inc. (“Pillar”) from January 2011 through December 31, 2018. Pillar is a Nevada corporation
which provides management services to other entities. Cecelia Maynard was first elected as a director by the Board of Directors on January
18, 2019. Ms. Maynard resigned as a director on July 10, 2020. Victor Lund, age 89, a director since March 1996, resigned on July 26,
2020, and on August 20, 2020, Cecelia Maynard was reelected as a director to fill the vacancy created by the resignation of Victor Lund.
Ms. Maynard was also (from May 2018 to April 2021) a director, Vice President and Secretary of First Equity Properties, Inc., a Nevada
corporation, the Common Stock of which is registered under Section 12(g) of the Securities Exchange Act of 1934.
Raymond D. Roberts, Sr., age
90, (Independent) Director since June 2015
Mr. Roberts was originally elected
a director on June 17, 2015, by the Board to fill a vacancy; he was elected at the last Annual Meeting. He is retired. For more than five
years prior to December 31, 2014, he was Director of Aviation of Steller Aviation, Inc., a privately held Nevada corporation, engaged
in the business of aircraft and logistical management. Mr. Roberts has been (since June 2, 2016) a member of the Board of Directors of
each of ARL, TCI and IOR.
The Board of Directors unanimously recommends a
vote FOR
the election of all of the Nominees named above.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed
Swalm & Associates, P.C. as the independent registered public accounting firm for New Concept Energy, Inc. for the 2022 fiscal year
and to conduct quarterly reviews through September 30, 2023. The Company’s Bylaws do not require that stockholders ratify the appointment
of Swalm & Associates, P.C. as the Company's independent registered public
accounting firm. Swalm & Associates, P.C. has served as the Company's independent
registered public accounting firm for each of the fiscal years ended December 31, 2008 through 2021. The Audit Committee will consider
the outcome of this vote in its decision to appoint an independent registered public accounting firm next year; however, it is not bound
by the stockholders' decision. Even if the selection is ratified, the Audit Committee,
in its sole discretion, may change the appointment at any time during the year if it determines that such a change would be in the best
interest of the Company and its stockholders.
A representative of Swalm &
Associates, P.C. will attend the Annual Meeting. The representative will have an opportunity to make a statement if he or she desires
to do so and will be available to respond to appropriate questions from the stockholders.
The Board of Directors unanimously recommends a
vote FOR the ratification of the
appointment of Swalm & Associates, P.C. as
the Company’s
independent registered public accounting firm.
Fiscal Years 2020 and 2021 Audit Firm Fee Summary
The following table sets forth
the aggregate fees for professional services rendered to the Company for the years 2020 and 2019 by the Company's
principal accounting firm, Swalm & Associates, P.C.:
Type of Fees | |
2020 | |
2021 |
Audit Fees | |
$ | 70,250 | | |
$ | 61,750 | |
Audit-Related Fees | |
| — | | |
| — | |
Tax Fees | |
$ | 10,550 | | |
$ | 9,785 | |
All Other Fees | |
| — | | |
| — | |
Total Fees: | |
$ | 80,800 | | |
$ | 71,535 | |
____________________________
All services rendered by the principal
auditors are permissible under applicable laws and regulations and were pre-approved by either the Board of Directors or the Audit Committee,
as required by law. The fees paid the principal auditors for services as described in the above table fall under the categories listed
below:
Audit Fees.
These are fees for professional services performed by the principal auditor for the audit of the Company’s annual financial statements
and review of financial statements included in the Company's 10-Q filings and
services that are normally provided in connection with statutory and regulatory filing or engagements.
Audit-Related Fees.
These are fees for assurance and related services performed by the principal auditor that are reasonably related to the performance of
the audit or review of the Company's financial statements. These services include
attestations by the principal auditor that are not required by statute or regulation and consulting on financial accounting/reporting
standards.
Tax Fees. These
are fees for professional services performed by the principal auditor with respect to tax compliance, tax planning, tax consultation,
returns preparation and review of returns. The review of tax returns includes the Company and its consolidated subsidiaries.
All Other Fees.
These are fees for other permissible work performed by the principal auditor that do not meet the above category descriptions.
These services are actively monitored
(as to both spending level and work content) by the Audit Committee to maintain the appropriate objectivity and independence in the principal
auditor's core work, which is the audit of the Company’s consolidated financial
statements.
Swalm & Associates PC did
not render professional services to the Company in 2019 involving any financial information systems design and implementation.
Report of the Audit Committee
of the Board of Directors
The Audit Committee of the Board
of Directors is composed of three directors, each of whom satisfies the requirements of independence, experience and financial literacy
under the requirements of the NYSE American and the SEC. The Audit Committee has directed the preparation of this report and has approved
its content and submission to the stockholders.
The Audit Committee is responsible
for, among other things:
● retaining
and overseeing the independent registered public accounting firm that serves as our independent auditor and evaluating their performance
and independence;
● reviewing
the annual audit plan with management and the independent registered public accounting firm;
● preapproving
any permitted non-audit services provided by our independent registered public accounting firm;
● approving
the fees to be paid to our independent registered public accounting firm;
● reviewing
the adequacy and effectiveness of our internal controls with management, internal auditors and the independent registered public accounting
firm;
● reviewing
and discussing the annual audited financial statements and the interim unaudited financial statements with management and the registered
public accounting firm; and
● approving
our internal audit plan and reviewing reports of our internal auditors.
The Audit Committee operates under
a written charter adopted by the Board of Directors. The Committee's responsibilities
are set forth in this charter which is available on our website at www.newconceptenergy.com.
The Audit Committee assists the
Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the adequacy
of the Company's system of internal controls, the Company’s risk management,
the Company's compliance with legal and regulatory requirements, the independent
auditors' qualifications and independence, and the performance of the Company’s
independent auditors. The Committee has sole authority over the selection of the Company’s independent auditors and manages the
Company’s relationship with its independent auditors. The Committee has the authority to obtain advice and assistance from outside
legal, accounting or other advisors as the Committee deems necessary to carry out its duties and receive appropriate funding, as determined
by the Committee, from the Company for such advice and assistance.
The Committee met four times
during 2021. The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks.
The Committee's meetings include private sessions with the Company’s independent
auditors without the presence of the Company's management, as well as executive
sessions consisting of only Committee members. The Committee also meets senior management from time to time.
Management has the primary responsibility
for the Company’s financial reporting process, including its system of internal control over financial reporting and for the preparation
of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The
Company’s independent auditors are responsible for auditing those financial statements in accordance with professional standards
and expressing an opinion as to their material conformity with U.S. generally accepted accounting principles and for auditing management’s
assessment of, and the effective operation of, internal control over financial reporting. The Committee's
responsibility is to monitor and review the Company’s financial reporting process and
discuss management’s report on the Company's
internal control over financial reporting. It is
not the Committee's duty or responsibility
to conduct audits or accounting reviews or procedures. The Committee has relied, without independent verification, on management’s
representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles
generally accepted in the United States of America and on the opinion of the independent registered public accountants included in their
report on the Committee’s financial statements.
As part of its oversight of the
Company’s financial statements, the Committee reviews and discusses with both management and the Company's
independent registered public accountants all annual and quarterly financial statements prior to their issuance. During 2021, management
advised the Committee that each set of financial statements reviewed had been prepared in accordance with accounting principles generally
accepted in the United States of America, and reviewed significant accounting and disclosure issues with the Committee. These reviews
include discussions with the independent accountants of the matters required to be discussed pursuant to Statement on Auditing Standards
No. 61 (Codification of Statements on Auditing Standards), including the quality (not merely the acceptability) of the Company's
accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and disclosures
related to critical accounting practices. The Committee has also discussed with Swalm & Associates, P.C. matters relating to its
independence, including a review of audit and non-audit fees, and written disclosures from Swalm & Associates, P.C. to the Company
pursuant to Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). The Committee also considered
whether non-audit services, provided by the independent accountants are compatible with the independent accountant's
independence. The Company also received regular updates on the amount of fees and scope of audit, audit related, and tax services provided.
In addition, the Committee reviewed
key initiatives and programs aimed at strengthening the effectiveness of the Company's
internal and disclosure control structure. As part of this process, the Committee continued to monitor the scope and adequacy of the Company's
internal controls, reviewed staffing levels and steps taken to implement recommended improvements in any internal procedures and controls.
Based on the Committee's
discussion with management and the independent accountants and the Committee's
review of the representation of management and the report of the independent accountants to the Board of Directors, the Audit Committee
recommended to the Board of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC. The Audit Committee
and the Board of Directors have also selected Swalm & Associates, P.C. as the Company’s independent registered public accountants
and auditors for the fiscal year ending December 31, 2022.
AUDIT COMMITTEE
Raymond
D. Roberts, Sr. |
Dan Locklear |
Cecelia Maynard |
Pre-Approval Policy for Audit and Non-Audit Services
Under the Sarbanes-Oxley Act of
2002 (the “SO Act”), and the rules of the SEC, the Audit Committee of the Board of Directors is responsible for the
appointment, compensation and oversight of the work of the independent auditor. The purpose of the provisions of the SO Act and the SEC
rules for the Audit Committee role in retaining the independent auditor is twofold. First, the authority and responsibility for the appointment,
compensation and oversight of the auditors should be with directors who
are independent of management. Second, any non-audit
work performed by the auditors should be reviewed and approved by these same independent directors to ensure that any non-audit services
performed by the auditor do not impair the independence of the independent auditor. To implement the provisions of the SO Act, the SEC
issued rules specifying the types of services that an independent auditor may not provide to its audit client, and governing the Audit
Committee's administration of
the engagement of the independent auditor. As part of this responsibility, the Audit Committee is required to pre-approve the audit and
non-audit services performed by the independent auditor in order to assure that they do not impair the auditor’s
independence. Accordingly, the Audit Committee adopted on March 22, 2004 a written pre-approval policy of audit and non-audit services
(the “Policy”), which sets forth the procedures and conditions pursuant to which services to be performed by the independent
auditor are to be pre-approved. Consistent with the SEC rules establishing two different approaches to approving non-prohibited services,
the policy of the Audit Committee covers pre-approval of audit services, audit related services, international administration tax services,
non-U.S. income tax compliance services, pension and benefit plan consulting and compliance services, and U.S. tax compliance and planning.
At the beginning of each fiscal year, the Audit Committee will evaluate other known potential engagements of the independent auditor,
including the scope of work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether
services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor’s independence
from management. Typically, in addition to the generally pre-approved services, other services would include due diligence for an acquisition
that may or may not have been known at the beginning of the year. The Audit Committee has also delegated to any member of the Audit Committee
designated by the Board or the financial expert member of the Audit Committee responsibilities to pre-approve services to be performed
by the independent auditor not exceeding $25,000 in value or cost per engagement of audit and non-audit services, and such authority
may only be exercised when the Audit Committee is not in session.
EXECUTIVE COMPENSATION
The Company has few employees,
and no payroll or benefit plans and pays compensation to only one executive officer. The following tables set forth the compensation in
all categories paid by the Company for services rendered during the fiscal years ended December 31, 2021, 2020, and 2019, by the Principal
Executive Officer of the Company and to the other executive officers and Directors of the Company, whose total annual salaries in 2020
exceeded $100,000, the number of options granted to any of such persons during 2020 and the value of the unexercised options held by any
of such persons on December 31, 2021.
SUMMARY COMPENSATION TABLE
Name and Principal Position | |
| Year | | |
| Salary | | |
Bonus | |
Stock Awards | |
Option Awards | |
Non-Equity Incentive Plan Compensation | |
Change in Pension Value and Non-qualified Deferred Compensation Earnings | |
All Other Compensation | |
| Total | |
Gene S. Bertcher (1) Chairman, President & Chief Financial Officer | |
| 2021 2020 2019 | | |
| $56,500 $56,500 $56,500 | | |
- - - | |
- - - | |
- - - | |
- - - | |
- - - | |
- - - | |
| $56,500 $56,500 $56,500 | |
(1) Commencing
in February 2008, on a then interim basis, three other publicly held entities (Income Opportunity Realty Investors, Inc., Transcontinental
Realty Investors, Inc., and American Realty Investors, Inc., each of which have the same contractual advisor, now Pillar Income Asset
Management, Inc. [“Pillar”]) arranged with the Company for accounting and administrative services of the Company,
specifically Gene S. Bertcher, who is a certified public accountant and had a long history in the industry in which such entities were
engaged. At the time, the Company, through Bertcher, was also providing accounting and administrative services to other entities on a
fee based arrangement to assist those entities when the Company had excess capacity and personnel to provide accounting services. Commencing
February 2008, Mr. Bertcher was elected as Officer and Chief Financial Officer of each of IOR, TCI, and ARL. As a compensation arrangement
evolved over time, the three entities agreed to reimburse the Company for one half of the gross compensation and related expenses of
Bertcher at the Company and, from and after December 31, 2010, arranged to provide office space for Mr. Bertcher and certain other Company
personnel rather than requiring operating out of two separate locations. Beginning January 1, 2011, the Company's
accounting department moved into offices maintained by the contractual advisor of the three entities, and the Company was then allowed
the use of certain administrative services, such as space on the contractual advisor’s
computer server, use of copiers, telephone services, and other related items. The Company has not been charged for the use of such office
space, computer services, telephone service, or other day-to-day cost of operating an office. Each of the three entities effectively
split the cost, generally, one third each. ARL (together with subsidiaries) owns in excess of 80% of the Common Stock of TCI, and TCI,
in turn, owns in excess of 80% of the Common Stock of IOR. The arrangement renews on an annual basis and is terminable on sixty (60)
days written notice. For purposes of the table set forth above, the net cost to the Company is 25% to 50% of the salary amount for each
year. The amount reflected in the table above is one quarter (2021, 2020 and 2019) of the total compensation for Mr. Bertcher, attributable
to the Company.
GRANTS OF PLAN BASED AWARDS
None
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
None
OPTION EXERCISES AND STOCK VESTED
None
PENSION BENEFITS
None
NON-QUALIFIED DEFERRED COMPENSATION
None
DIRECTOR COMPENSATION
Name | |
Fees Earned or Paid in Cash | |
Stock Awards | |
Option Awards | |
Non-Equity Incentive Plan Compensation | |
Change in Pension Value and Non-qualified Deferred Compensation Earnings | |
All Other Compensation | |
| Total | |
Gene S. Bertcher | |
$ |
— | |
| |
| |
| |
| |
| |
| $ |
— | |
Dan Locklear | |
$ |
10,500 | |
| |
| |
| |
| |
| |
| $ |
10,500 | |
Cecelia Maynard | |
$ |
10,500 | |
| |
| |
| |
| |
| |
| $ |
10,500 | |
Raymond D. Roberts, Sr. | |
$ |
10,500 | |
| |
| |
| |
| |
| |
| $ |
10,500 | |
Richard W. Humphrey | |
$ |
10,500 | |
| |
| |
| |
| |
| |
| $ |
10,500 | |
The Company pays each nonemployee
director a fee of $2,500 per annum plus a meeting fee of $2,000 for each Board meeting attended. Directors who are also employees
of the Company serve without additional compensation.
MANAGEMENT AND CERTAIN SECURITY HOLDERS
None
Compensation Committee Report
The Compensation Committee
of the Board of Directors is comprised of at least two directors who are independent of management and the Company. Each member of the
Compensation Committee must be determined to be independent by the Board under the Corporate Governance Guidelines on Director Independence
adopted by the Board and under the NYSE American standards for nonemployee directors and Rule 16b-3(b)(3)(i) of the rules and regulations
promulgated under the Securities Exchange Act of 1934 and the requirements for “outside directors” set forth in Treasury Regulations,
Section 27(e)(3). Each member of the Committee is to be free of any relationship that in the judgment of the Board from time to time may
interfere with the exercise of his or her independent judgment. Each Committee member is appointed annually subject to removal at any
time by the Board and serves until his or her Committee appointment is terminated by the Board. The Compensation Committee is composed
of three directors, each of whom meets the standards described above.
The purposes
of the Compensation Committee are to oversee the policies of the Company relating to compensation to be paid by the Company to the Company’s
principal executive officer (“CEO”) and any other officers designated by the Board and make recommendations to the Board with
respect to such policies, produce necessary reports and executive compensation for inclusion in the Company’s proxy statement, in
accordance with applicable rules and regulations, and monitor the development and implementation of succession plans for the CEO and other
key executives and make recommendations to the Board with respect to such plans.
The Board of Directors determined
that the primary forms of executive compensation should be the incentive system discussed above. The Company’s performance is a
key consideration (to the extent that such performance can be fairly attributed or related to an executive’s performance) and each
executive’s responsibilities and capabilities are key considerations. The independent directors strive to
keep executive compensation competitive for comparable
positions in other corporations where possible. In addition, the Compensation Committee believes in equity compensation wherein executives
will be additionally rewarded based on increasing the Company’s stockholder value. Base salaries are predicated on a number of factors,
including:
● recommendation
of the CEO;
● knowledge
of similarly situated executives at other companies;
● the executive’s
position and responsibilities within the Company;
● the Board
of Directors’ subjective evaluation of the executive’s contribution to the Company’s performance;
● the executive’s
experience; and
● the term
of the executive’s tenure with the Company.
The charter of the Compensation
Committee was adopted on October 2, 2004, and the members of the Compensation Committee, all of whom are independent within the meaning
of the listing standards of the NYSE American and the Company’s Corporate Governance Guidelines, are listed below. Since its formation,
the Compensation Committee has annually reviewed its existing charter and regularly performed the tasks described above.
COMPENSATION COMMITTEE
Cecelia
Maynard |
Raymond D. Roberts, Sr. |
Dan
Locklear |
Compensation Committee Interlocks and Insider Participation
The Company’s Compensation
Committee is made up of nonemployee directors who have never served as officers of, or been employed by the Company. None of the Company’s
executive officers serve on a board of directors of any entity that has a director or officer serving on this Committee.
Executive Officers
The only executive officer of
the Company is Gene S. Bertcher, Chairman of the Board, President, Chief Executive and Financial Officer. His age, term of service and
all positions and offices with the Company and other information is described above under “PROPOSAL 1 - ELECTION OF DIRECTORS.”
Certain Relationships and Related Transactions
Historically, the Company has
engaged in and may continue to engage in business transactions, including real estate partnerships, with related parties. Management believes
that all of the related party transactions represented the best investments available at the time and were at least as advantageous to
the Company as could have been obtained from unrelated third parties.
Beginning in 2011, Pillar became
the contractual advisor to the three other publically traded entities. In addition to the relationship with Mr. Bertcher, the Company
conducts business with Pillar, whereby Pillar provides the Company with services, including processing payroll, acquiring insurance and
other administrative matters. The Company believes that, by purchasing these services through certain large
entities, it can get lower costs and better service.
Pillar does not charge the Company a fee for providing these services. Pillar is a wholly owned subsidiary of Realty Advisors, Inc., which
is the holder of 27.18% of the outstanding Common Stock of the Company.
It is the policy of the Company
that all transactions between the Company and any officer or director, or any of their affiliates, must be approved by nonmanagement members
of the Board of Directors of the Company. All of the transactions described above were so approved.
OTHER MATTERS
The Board of Directors knows of
no other matters that may be properly or should be brought before the Annual Meeting. However, if any other matters are properly brought
before the Annual Meeting, the persons named in the enclosed proxy or their substitutes will vote in accordance with their best judgment
on such matters.
FINANCIAL STATEMENTS
The audited financial statements
of the Company, in comparative form, for the years ended December 31, 2021 and 2020, are contained in the 2021 Annual Report to Stockholders,
which was mailed to stockholders in April 2022. Such report and the financial statements contained therein are not to be considered part
of this solicitation.
SOLICITATION OF PROXIES
THIS PROXY STATEMENT IS FURNISHED
TO STOCKHOLDERS TO SOLICIT PROXIES ON BEHALF OF THE BOARD OF DIRECTORS OF NEW CONCEPT ENERGY, INC. The cost of soliciting proxies
will be borne by the Company. Directors and officers of the Company may, without additional compensation, solicit by mail, in person or
by telecommunication.
FUTURE PROPOSALS OF STOCKHOLDERS
Stockholder proposals for our
Annual Meeting to be held in 2023 must be received by us by December 31, 2022, and must otherwise comply with the rules promulgated by
the Securities and Exchange Commission to be considered for inclusion in our proxy statement for that year. Any stockholder proposal,
whether or not to be included in our proxy materials, must be sent to our Corporate Secretary at 1603 LBJ Freeway, Suite 800, Dallas,
Texas 75234.
COPIES OF NEW CONCEPT ENERGY,
INC.’S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021, TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (WITHOUT EXHIBITS) ARE AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE THROUGH OUR WEBSITE AT WWW.NEWCONCEPTENERGY.COM
OR UPON WRITTEN REQUEST TO NEW CONCEPT ENERGY, INC., 1603 LBJ FREEWAY, SUITE 800, DALLAS, TEXAS 75234, ATTN: DIRECTOR OF INVESTOR RELATIONS.
Dated: October
13, 2022
|
By order of the Board of Directors, |
|
|
|
Gene S. Bertcher, President |
New Concept Energy (AMEX:GBR)
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