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 (Amendment No. __)
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
|
o
|
Preliminary
Proxy Statement
|
|
o
|
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
|
o
|
Definitive
Proxy Statement
|
|
x
|
Definitive
Additional Materials
|
|
o
|
Soliciting
Material Pursuant to § 240.14a-12
|
(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):
|
|
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):
|
|
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
|
o
|
Fee
paid previously with preliminary
materials.
|
|
o
|
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, or the form or schedule and the date of its
filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
SMF
ENERGY CORPORATION
200
West Cypress Creek Road, Suite 400
Fort
Lauderdale, Florida 33309
SUPPLEMENT
TO THE OCTOBER 28, 2009 PROXY STATEMENT FOR
DECEMBER
4, 2009, ANNUAL MEETING OF STOCKHOLDERS
November
24, 2009
This Supplement provides updated
information for the Proxy Statement dated October 28, 2009 (the “Proxy
Statement”), which was previously provided, or made available, to the
stockholders of SMF Energy Corporation (the “Company”). The
information herein is also contained in a Form 8-K filed concurrently
herewith.
On
November 24, 2009, the Company’s Board of Directors amended the 2009 Equity
Incentive Plan (the “Plan”). The Company is requesting stockholder
approval of the Plan by Proposal 3 of the Proxy Statement. The Plan
was amended to decrease the total number of shares of common stock reserved
under the Plan from 1,300,000 to 900,000. Correspondingly, the number
of shares of common stock that may be issued pursuant to the exercise of
Incentive Stock Options was also decreased from 1,300,000 to
900,000. In addition, in order to account for the 1 for 4.5 reverse
stock split of the Company’s common stock that became effective on October 1,
2009 on the Nasdaq Stock Market, the Company amended the Plan to change the
maximum number of shares of common stock that may be granted under the Plan to
any one participant in a single calendar year from 500,000 to
125,000. This summary is qualified in its entirety by reference to
the full text thereof, which is set forth as Appendix A attached
hereto.
Stockholders
who have not yet voted (or who wish to change their vote if they already voted)
may still do so, by proxy or in person at the meeting.
The
Company continues to recommend that its stockholders vote “FOR” all of the
proposals described in the Proxy Statement. Stockholders may revoke a
previously-executed proxy by following the procedures set forth
below.
HOW TO
VOTE (OR CHANGE A VOTE PREVIOUSLY CAST):
Stockholders of
record. If shares are registered in the stockholder’s own
name, the stockholder can vote in four different ways: online, by telephone, by
mail or in person.
Mail. To
vote by mail, a stockholder should mark, sign, date and mail the proxy card
previously supplied with the Proxy Statement in the self-addressed, postage-paid
envelope provided.
Telephone. Stockholders
may cast their vote by telephone (toll-free 1-800-PROXIES, or 1-800-776-9437)
but they will need their individual control number, as included with the
originally mailed proxy materials, to do so.
Internet. With
the control number, stockholders may also vote online by logging on to www.voteproxy.com and
following the instructions.
In
person. Stockholders with shares registered in their own name
may also vote their shares in person by attending the Annual
Meeting.
Telephone
and online voting are available 24 hours a day until 11:59 p.m. Eastern time on
December 3. Contact the Company’s Secretary, Louise Lungaro, at (954)
308-4175 if you cannot locate your control number.
Street Name
Stockholders. If the shares are held in a brokerage account in
“street name,” the stockholder should follow the voting instructions provided by
the brokerage firm, which typically permit voting by a voting instruction card,
online or by telephone at the website or number supplied by the brokerage
firm. Please note that if the shares are held in “street name,” the
stockholder cannot vote at the Annual Meeting using the voting instruction card
that was delivered to the stockholder by the brokerage firm. That
card only instructs the brokerage firm how to vote the shares. Only
the brokerage firm can vote “street name” shares since it has the record
ownership of those shares. If a stockholder wants to vote “street
name” shares at the Annual Meeting, the stockholder’s brokerage firm should be
able to give the stockholder a legal proxy that will give the stockholder the
right to vote the shares in person at the Annual Meeting.
Series D
Preferred Stockholders. Holders of the Company’s Series D
Preferred Stock, can mark, sign, date and mail the proxy card in the
self-addressed, postage-paid envelope previously provided. Series D
stockholders may also vote their shares in person by attending the Annual
Meeting.
If any
stockholder votes a second time, the second vote revokes the previously
submitted proxy. In any event, the latest vote validly cast by the
stockholder will be the only vote that is counted.
Stockholders
who previously voted “FOR” the Plan by proxy do not need to submit a new
proxy; the proxy already submitted will continue to be voted in favor of the
Plan. Similarly, stockholders who previously voted “AGAINST” the Plan
do not need to submit a new
proxy; their previous vote will be counted as it was submitted. It
does not matter that the original proxy referred to 1,300,000 shares being
reserved for the Plan rather than the amended amount of 900,000
shares. Moreover, any later proxy submitted will be considered a vote
on the amended Plan, including the reservation of only 900,000
shares.
Explanatory
Note
Except as
specifically updated by the information contained in this Supplement, all
information set forth in the Proxy Statement and the notice remains accurate and
should be considered in voting your shares. This Supplement does not
provide all of the information that is important to your decision in voting at
the 2009 Annual Meeting of Stockholders. Additional information is
contained in the Proxy Statement. This Supplement should be read in
conjunction with the Proxy Statement, which is incorporated by reference
herein.
|
|
LOUISE
P. LUNGARO
|
|
|
Secretary
|
November
24, 2009
Fort
Lauderdale, Florida
APPENDIX
A
AMENDMENT
NO. 1 TO THE
SMF
ENERGY CORPORATION 2009 EQUITY INCENTIVE PLAN
SMF Energy Corporation, a Delaware
corporation (the “Company”), hereby adopts this Amendment No. 1 (this
“Amendment”) to the SMF Energy Corporation 2009 Equity Incentive Plan (the
“Plan”), subject to approval of the Plan and this Amendment by the Company’s
stockholders at the Company’s 2009 Annual Meeting of Stockholders on December 4,
2009, and at any adjournments thereof (the “Annual Meeting”).
WHEREAS, the Company’s Board of
Directors (the “Board”) adopted the Plan and submitted the Plan to the Company’s
stockholders for approval at the Annual Meeting; and
WHEREAS, the Company now desires to
amend the Plan in order to (i) decrease the total number of shares reserved
under the Plan, (ii) decrease the number of shares that may be issued pursuant
to the exercise of Incentive Stock Options and (iii) decrease the maximum number
of shares that may be granted to any one participant in any one calendar
year.
NOW, THEREFORE, the Plan is hereby
amended as follows:
|
1.
|
Section
5 of the Plan is amended by deleting the first two sentences in
subparagraph (a) from said Section and replacing in lieu thereof the
following sentences:
|
The total
number of shares of Common Stock reserved and available for distribution under
the Plan shall be Nine Hundred Thousand (900,000). The maximum number
of shares that may be issued pursuant to the exercise of Incentive Stock Options
is also Nine Hundred Thousand (900,000).
|
2.
|
Section
5 of the Plan is amended by deleting subparagraph (b) from said Section
and replacing in lieu thereof the following new subparagraph
(b):
|
The
maximum number of shares of Common Stock subject to Awards that may be granted
under the Plan to any one participant in any one calendar year is One Hundred
Twenty-Five Thousand (125,000).
|
3.
|
In
all respects not amended herein, the Plan shall remain in full force and
effect.
|
IN WITNESS WHEREOF, this Amendment No.
1 is executed on this 24th day of
November, 2009.
|
|
SMF
ENERGY CORPORATION
|
| |
|
|
|
/s/
Richard E.
Gathright
|
|
|
Richard
E. Gathright, Chief Executive Officer and
President
|