DEF 14A

DEF 14A 1 january_2023_def14a.htm DEF 14A DEF 14A

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

Filed by the Registrant ☑

Filed by a Party other than the Registrant 

Check the appropriate box:

 Preliminary Proxy Statement

 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

 Definitive Additional Materials

 Soliciting Material under §240.14a-12

PHX MINERALS INC.

(Name of Registrant as Specified in its Charter)

_______________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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 Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

_________________________________________________________________

(2)

Aggregate number of securities to which transaction applies:

_________________________________________________________________

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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(4)

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Total fee paid:

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 Fee paid previously with preliminary materials

 Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, of the Form or Schedule and the date of its filing.

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Amount Previously Paid:

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(2)

Form, Schedule or Registration Statement No.:

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(3)

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(4)

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Notice of Annual Meeting of Stockholders

To be held March 6, 2023

To the Stockholders of PHX Minerals Inc.:

Notice is hereby given that the annual meeting of the stockholders (“Annual Meeting”) of PHX Minerals Inc. (the “Company”) will be held virtually, on Monday, March 6, 2023, at 9:00 a.m. Central Standard Time. The virtual meeting can be accessed at www.proxydocs.com/PHX. At the Annual Meeting, we plan to ask you:

1. To elect the two director nominees named in the accompanying proxy statement to serve on the Company’s Board of Directors until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified;

2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers;

3. To ratify the selection and appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023;

4. To approve an amendment to the PHX Minerals Inc. 2021 Long-Term Incentive Plan to increase the number of authorized shares by 2,400,000 shares; and

5. To consider and act upon any other matter as may properly come before the meeting or any adjournment or postponement thereof.

We have set the close of business on January 9, 2023 as the record date for the Annual Meeting and only holders of record of the Company’s common stock at such date will be entitled to vote at the Annual Meeting and any adjournments or postponements thereof. The Annual Meeting will be held in a virtual-only meeting format, via live video webcast, that will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions. We have implemented a virtual-only meeting format in order to leverage technology to enhance stockholder access to the Annual Meeting by enabling attendance and participation from any location around the world. We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that these measures enhance stockholder access and encourage participation and communication with our Board of Directors and management. Please note that you will only be able to attend the Annual Meeting by means of remote communication – you will not be able to attend the Annual Meeting if you do not have Internet access. There will not be a physical meeting location. You or your proxyholder will be able to attend the Annual Meeting online, examine a list of our stockholders of record, and submit your questions and vote your shares electronically by visiting www.proxydocs.com/PHX. To be admitted to the Annual Meeting and vote your shares, you must register and provide the Control Number as described in the Notice of Internet Availability of Proxy Materials and proxy card. We have designed the format of the Annual Meeting to ensure that you are afforded the same rights and opportunities to participate as you would have at an in-person meeting.

The Annual Meeting webcast will begin promptly at 9:00 a.m. Central Standard Time, on March 6, 2023. Online access to the virtual meeting website will begin at 8:45 a.m. Central Standard Time, and we encourage you to access the Annual Meeting prior to the start time.

Pursuant to rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) instead of a paper copy of this proxy statement, a proxy card and our 2022 annual report. The Notice contains instructions on how to access those documents over the Internet, as well as instructions on how to vote. All stockholders who do not receive a Notice should receive a paper copy of the proxy materials by mail. We believe that the Notice process allows us to provide our stockholders with information in a timelier manner, reduces our printing and mailing costs, and helps to conserve resources. The Company anticipates the Notice will be mailed to stockholders on or about January 23, 2023.

Whether you plan to attend the Annual Meeting or not, we encourage you to vote by following the instructions on the Notice or, if you received a paper copy of the proxy card, by signing and returning it in the postage-paid envelope. Voting by proxy will ensure your shares are represented at the Annual Meeting. Please review the instructions on the Notice or the information forwarded by your bank, broker or other holder of record regarding each of these voting options.

We thank you for your continued support and look forward to seeing you at the Annual Meeting.

By Order of the Board of Directors

Ralph D’Amico, Secretary

Fort Worth, Texas

January 23, 2023

YOUR VOTE IS IMPORTANT.

YOUR VOTE IS IMPORTANT, AND WE ENCOURAGE YOU TO VOTE EVEN IF YOU ARE UNABLE TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY INTERNET OR TELEPHONE USING THE INSTRUCTIONS ON THE NOTICE, OR BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY AND MAILING IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED IF YOU RECEIVED A PAPER COPY OF THE PROXY CARD.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on March 6, 2023. This proxy statement, form of proxy card and the Company’s 2022 Annual Report to Stockholders are available at the following website: www.proxydocs.com/PHX or by writing to the Company at the address above. The Annual Report contains the financial documents of the Company.

Table of Contents


	Page
Notice of Annual Meeting
Proxy Statement Summary	1
Questions and Answers About the Annual Meeting and Voting	2
Proposal No. 1 – Election of Two Directors for Three-Year Terms Ending at the Annual Meeting in 2026	9
Directors	9
Directors Nominated for Re-Election at the Annual Meeting	9
Directors Continuing in Office	10
Corporate Governance and Our Board	13
Board Leadership Structure and Non-Executive Chairman of the Board	13
Board Independence	13
Meetings and Committees of the Board of Directors	13
Board Committees	14
Board Role in Risk Oversight	16
Compensation of Directors	16
Director Compensation for Fiscal 2022	17
Share Ownership Guidelines for Directors	18
Related Person Transactions	18
Compensation Committee Interlocks and Insider Participation	19
Codes of Ethics	19
Communications with the Board of Directors	19
Proposal No. 2 – Advisory Vote on Executive Compensation	20
Executive Officers	20
Compensation Discussion and Analysis	21
Executive Compensation Overview	21
Summary of Current Compensation Program	22
Compensation Philosophy and Objectives	23
Role of Compensation Committee and Board	24
Role of the Compensation Consultant	24
Role of Stockholder Say-On-Pay Vote	25
Elements of 2022 Compensation Program	25
Clawback Policy	30
Other Compensation and Benefits	30
Change in Control Executive Severance Agreements	31
Indemnification Agreements	31
Other Compensation Matters	31
Report of the Compensation Committee	32
Executive Compensation	32
Pay Ratio Disclosure	35
Proposal No. 3 – Approval and Ratification of Selection of Independent Registered Public Accounting Firm	37
Report of the Audit Committee	37
Independent Accountants’ Fees and Services	38
Proposal No. 4 – Approval of Amendment to the PHX Minerals Inc. 2021 Long-Term Incentive Plan	39
Background Purpose of the Proposal	39
Reasons for the LTIP Amendment	39
Burn Rate and Overhang Disclosure	40
Summary of the LTIP	40
Purpose of the LTIP	41
Shares Subject to the LTIP	41
Administration	42
Eligibility	42
Term of the LTIP	42
Stock Options	42
Bonus Stock Awards	43

(i)


Stock Appreciation Rights	43
Phantom Stock Awards	43
Restricted Stock Awards	44
Restricted Stock Unit Awards	44
Performance Awards	44
Other Stock or Performance-Based Awards	45
Adjustments upon Changes in Capitalization and Corporate Events	45
General Provisions Applicable to All Awards	46
Amendment; Termination	46
Federal Income Tax Aspects of the LTIP	47
Tax-Qualified Status of the LTIP	49
Section 409A of the Internal Revenue Code	49
Inapplicability of ERISA	49
New Plan Benefits	49
Vote Required	49
Other Matters	50
Stock Ownership of Management and Certain Beneficial Owners	50
Equity Compensation Plan Information	51
Delinquent Section 16(a) Reports	51
Stockholder Proposals	52
Annual Report to Stockholders	53

Appendix A – Amended and Restated PHX Minerals Inc. 2021 Long-Term Incentive Plan	A-1