Montauk Renewables, Inc.
For the period ended May 22, 2025. Filed Apr 8, 2025.
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May 22, 2025 · Filed Apr 8, 2025
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DEF 14A 1 d814204ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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A Message from our Board of Directors
April 8, 2025
DEAR FELLOW STOCKHOLDERS,
We are pleased to invite you to the Montauk Renewables, Inc. Annual Meeting of Stockholders at 9:00** a.m. **(Eastern Daylight Time) on May 22, 2025. This year’s annual meeting will once again be held virtually, via live webcast.
In 2024, we successfully commissioned the expansion of Pico’s digestion capacity which is necessary to process the final tranche of increased feedstock expected to be received in the second quarter of 2025. Upon receipt, we will make the final contractual payment to the dairy host. As a result of the increased digestion capacity, we produced approximately 73.4% more MMBtu at this site in 2024 compared to 2023.
We previously announced the construction of a second RNG processing facility at the Apex landfill. As the landfill host increases waste intake, we believe the additional 2,100 MMBtu per day of production capacity will enable us to process the forecasted increase in biogas feedstock volumes. We continue to expect there will be a period where we have excess availability capacity after the second facility is commissioned while the landfill host increases their waste intake. We are incurring capital expenditures for the project and expect commercial operations in the second quarter of 2025.
In December 2024, the State of North Carolina approved a change in the laws governing the generation of RECs from swine waste under its renewable energy portfolio standards. For qualifying projects meeting specific eligibility criteria, swine REC generation is enhanced by awarding an additional 2 enhanced credit swine RECs for each swine REC generated, a ratio of 3 to 1 for a period of 8 years, followed by a ratio of 2 to 1 for a subsequent 6 year period. We are in various stages of negotiations with other obligated parties to expand REC sales beyond our previously announced agreement with Duke Energy. We now have over forty separate farming locations secured under long term agreements to provide access to waste from no less than 200,000 hog spaces in support of our expected processing needs for the first phase of our Turkey, North Carolina facility, commissioning in early 2026.
In 2024, we reached an agreement with a site host to sell gas rights ahead of the fuel supply expiration of one of our existing REG operating facilities. We received proceeds of $1,000,000, an amount in excess of the carrying value of the site, and secured fuel supply agreement amendments to extend the terms of our existing RNG Atascocita and Coastal Plains operating facilities. Similarly, in December 2024, we entered into an asset purchase agreement to sell an RNG site for a purchase price of $1,000,000, an amount exceeding its carrying value. We entered into the agreement in advance of the expiration of the gas rights agreement at this site.
With over 30 years of industry experience and a committed employee base, we are well positioned to succeed in the dynamic environment and are excited to enter what we consider to be the next phase of strategic growth of Montauk in 2025. On behalf of the Board of Directors, thank you for your continued investment in Montauk Renewables and our unwavering mission to bring commercial-scale renewable energy to market.
Sincerely,
John A. Copelyn
Chairman of the Board
Sean McClain
President and Chief Executive Officer
5313 Campbells Run Road, Suite 200
Pittsburgh, Pennsylvania 15205
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| When: | 9:00 a.m. (Eastern Daylight Time) on Thursday, May 22, 2025 |
| Where: | Virtually, via live audio webcast at www.virtualshareholdermeeting.com/MNTK2025 |
| Record Date: | Friday, March 28, 2025 (only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting) |
The Annual Meeting of Stockholders (the “Annual Meeting”) will be held to consider and act upon the following matters:
| 1. | Election of two directors to serve as Class II directors for a three-year term expiring at the 2028 Annual Meeting of Stockholders; |
| 2. | Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 3. | To transact any other matter that may properly come before the Annual Meeting, or any postponement or adjournment thereof. |
The Annual Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/MNTK2025 on Thursday, May 22, 2025 at 9:00** **a.m., Eastern Daylight Time. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. We encourage you to attend virtually.
Stockholders also will be asked to consider such other business as may properly come before the Annual Meeting. The Board of Directors has fixed Friday, March 28, 2025, as the record date (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.
How to Vote
We are utilizing the U.S. Securities and Exchange Commission (the “SEC”) rule that allows companies to furnish proxy materials over the Internet rather than in paper form. On or about April 8, 2025, we will release our proxy materials, including the Notice of Internet Availability of Proxy Materials for the Annual Meeting (the “Notice”), to our stockholders. We believe that this delivery process reduces our environmental impact, and over time, lowers the cost of printing and distribution of proxy materials. We believe that we can achieve these benefits with no impact on our stockholders’ timely access to this important information. If you have received a Notice, and you would prefer to receive proxy materials (including a proxy card) in printed form by mail or electronically by email, please follow the instructions contained in the Notice.
You are not required to attend the Annual Meeting to vote your shares.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 22, 2025, at 9:00 a.m., Eastern Daylight Time. The proxy statement, annual report and related materials are available free of charge atwww.ProxyVote.comfor stockholders whose shares are included in the United States section of the Company’s register of stockholders andwww.materials.ProxyVote.com/61218Cfor stockholders whose shares are included in the South African section of the Company’s register.
By Order of the Board of Directors
John Ciroli
Chief Legal Officer and Secretary
Pittsburgh, PA
April 8, 2025
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