Birchtech Corp

For the period ended Nov 27, 2024. Filed Nov 27, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 27, 2024 · Filed Nov 27, 2024

BCHT$1.15+11.7%Stored close · as of Nov 6, 2026

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DEF 14A 1 meec_def14a.htm 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 Pursuant to §240.14a-12

BIRCHTECH CORP.

(Name of Registrant as Specified In Its Charter)

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

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1810 Jester Drive

Corsicana, Texas 75109

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 30, 2024

To the Stockholders of Birchtech Corp.:

The annual meeting of stockholders (the “Annual Meeting”) of Birchtech Corp., formerly Midwest Energy Emissions Corp. (the “Company”), will be held exclusively online via the Internet on Monday, December 30, 2024, at 10:00 a.m. Eastern Time. The purposes of the meeting are:

1.	To elect five director nominees listed in the accompanying Proxy Statement, to hold office until their successors have been elected and qualified or until the earlier of their resignation or removal (Proposal 1);
2.	To ratify the appointment of Rosenberg Rich Baker Berman, P.A. as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal 2);
3.	To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3);
4.	To approve a proposal to authorize our board of directors (the “Board”), in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to our certificate of incorporation, as amended to the date of this proxy statement (the “Certificate of Incorporation”), to effect a reverse stock split of our issued and outstanding common stock, par value $0.001 per share, at a ratio to be determined by the Board, ranging from one-for-two to one-for-five (the “Reverse Split”), with the Reverse Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion, but no later than December 31, 2025, when the authority granted in this proposal to implement the Reverse Split would terminate (Proposal 4);
5.	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on November 13, 2024 as the record date (the “Record Date”) for determining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.

The Annual Meeting will be presented exclusively online at www.virtualshareholdermeeting.com/BCHT2024. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions to management during the Annual Meeting by visiting the aforementioned website.

You may also vote your shares by marking your votes on the proxy card, signing and dating it, and mailing it in the envelope provided. In addition, you may vote by telephone: call toll-free 1-800-690-6903 and follow the instructions provided by the recorded message. You will need your proxy card available if you vote by telephone. You may also vote by Internet: access www.proxyvote.com and follow the steps outlined on the secure website.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote in accordance with the instructions in the Notice or by completing, signing, dating, and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting.

This Notice and Proxy Statement are dated November 27, 2024 and are first being mailed to shareholders on or about November 27, 2024. Please note that this Notice, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023 are also available at http://www.birchtech.com.

BY ORDER OF THE BOARD OF DIRECTORS,

CHRISTOPHER GREENBERG Chairman of the Board

Corsicana, Texas Dated: November 27, 2024

Proxy Statement

For the Annual Meeting of Stockholders

To Be Held on December 30, 2024

TABLE OF CONTENTS

	Page
INTRODUCTION	1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	2
PROPOSAL 1: ELECTION OF DIRECTORS	6
CORPORATE GOVERNANCE	7
EXECUTIVE OFFICERS	10
EXECUTIVE COMPENSATION	11
EQUITY INCENTIVE PLANS	18
AUDIT COMMITTEE REPORT	21
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	22
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION	23
PROPOSAL 4: APPROVAL OF REVERSE STOCK SPLIT OF OUR COMMON STOCK INCENTIVE PLAN	24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	30
CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS	31
STOCKHOLDER PROPOSALS AND NOMINATIONS	33
DELINQUENT SECTION 16(a) REPORTS	33
STOCKHOLDER COMMUNICATIONS WITH THE BOARD	34
HOUSEHOLDING OF ANNUAL MEETING MATERIALS	34
OTHER MATTERS	34
APPENDIX A: CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION	A-1

iii

Table of Contents

1810 Jester Drive

Corsicana, Texas 75109

(614) 505-6115

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.