BKV Corp
For the period ended Jun 19, 2025. Filed Apr 28, 2025.
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Jun 19, 2025 · Filed Apr 28, 2025
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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 Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
BKV Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statements, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| Dear Fellow Shareholders, BKV is redefining the concept of an energy company by combining traditional and new approaches to offer comprehensive energy solutions that deliver value to customers. We believe our four business lines—power, carbon capture, upstream and midstream—generate tremendous value standalone, and, in combination, can create a winning formula of decarbonized around-the-clock energy that is scalable, reliable and profitable.2024 was a transformative year. We made significant strides toward our goal of becoming the leading energy solutions company, all while laying the groundwork for a cleaner, more sustainable energy future.Despite turbulent markets, our upstream business delivered a strong performance, fueling growth across our entire portfolio. We continue to advance in carbon capture, utilization and storage (CCUS), a critical lever in decarbonizing the global economy. With meaningful progress toward multiple FIDs and a growing pipeline of projects, BKV is solidifying its leadership in this space.The power generation business in ERCOT represents a compelling growth opportunity for BKV. We see surging demand from data centers and AI-driven infrastructure as a powerful tailwind—and we’re positioning ourselves to meet it head-on. What makes BKV different is our comprehensive approach—natural gas production, carbon capture, and power—combined into one cohesive, winning strategy that we believe commands a premium in the market. A defining moment this year was our debut on the New York Stock Exchange in September—an exciting milestone that underscores our commitment to growth, financial transparency, and long-term value creation. Your support throughout that journey means the world to us.We’ve also stayed disciplined. Our financial performance reflects a deliberate and focused approach to capital management and operational excellence. But beyond the numbers, what I’m most proud of is the exceptional team we’ve built. In just ten years, we’ve created a culture of innovation, agility, and excellence. Hiring the best isn’t just a priority, it’s the cornerstone of everything we do. As we look at 2025, our vision is clear, our strategy is sound, and our momentum is strong. BKV is built for this moment—and for the future.Thank you for being on this journey with us.Chris Kalnin | BKV is redefining the concept of an energy company by combining traditional and new approaches to offer comprehensive energy solutions that deliver value to customers. |
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1200 17th St., Ste 2100Denver, CO, 80202
Notice of Annual Meeting of
Stockholders to be held on June 19, 2025
Dear Stockholders,
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of BKV Corporation (the “Company”) will be held in person at the
Ridglea Country Club, Ballroom, located at 3700 Bernie Anderson Avenue, Fort Worth, TX 76116 on Thursday, June 19, 2025, at
9:00 a.m. Central Daylight Time for the following purposes:
(1)To elect four Class I directors to the Board to serve until the 2028 Annual Meeting or until their respective successors are duly
elected and qualified.
(2)To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”), to serve as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2025.
We will also transact such other business as may properly come before the Annual Meeting or any adjournment or adjournments
thereof.
The Board fixed the close of business on April 21, 2025, as the record date (the “Record Date”) for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. Only stockholders of record at the
close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or
postponement thereof.
You are welcome to attend the Annual Meeting. If you do not attend, it is important that your shares be represented and voted at the
Annual Meeting. You can vote your shares by telephone or over the Internet as described in more detail in the proxy materials found
at www.proxyvote.com. You may revoke a proxy at any time prior to its exercise by giving written notice to that effect to the
Secretary of the Company or by submitting a later-dated proxy or subsequent Internet or telephonic proxy. If you attend the Annual
Meeting, you may revoke any proxy you previously granted and vote in person.
You may also attend the Annual Meeting, vote your shares and submit questions electronically during the Annual Meeting via live
webcast by logging in at: www.virtualshareholdermeeting.com/BKV2025. We recommend that you log in at least 15 minutes before
the Annual Meeting to ensure that you are logged in when the Annual Meeting starts. We encourage you to vote your shares prior
to the Annual Meeting.
By Order of the Board of Directors
Lindsay B. Larrick
Secretary
April 28, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 19, 2025:
The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Stockholders, 2025 Proxy Statement and the 2024 Annual Report to Stockholders are available free of charge at: www.proxyvote.comThis proxy statement and the accompanying proxy are first being mailed, given or made available to stockholders on April 28, 2025.
Contents
| 01 | Letter from the CEO | 1 | |
| Notice of Annual Meeting of Stockholders on June 19, 2025 | 2 | ||
| 02 | BKV Corporation Values and Sustainability | 5 | |
| Our Values | 5 | ||
| Sustainability – Our Net Zero Strategy | 5 | ||
| Governance | 6 | ||
| Voting at the Annual Meeting | 9 | ||
| 03 | Proposal No. 1: Election of Directors | 10 | |
| Nomination of Directors and Selection Process | 10 | ||
| Nominees for Election – Class I Directors | 12 | ||
| Class II Directors and Class III Directors | 14 | ||
| Director Independence | 18 | ||
| Voting for Directors | 18 | ||
| 04 | Corporate Governance | 18 | |
| Controlled Company | 18 | ||
| Corporate Governance Policies | 19 | ||
| Corporate Responsibility | 19 | ||
| Board Leadership Structure | 19 | ||
| Communications with the Board of Directors | 20 | ||
| Committees of the Board of Directors | 20 | ||
| Audit & Risks Committee Report | 22 | ||
| Code of Business Conduct and Ethics | 24 | ||
| Corporate Governance Guidelines | 24 | ||
| Stockholder Nominations | 24 | ||
| Certain Relationships and Related Party Transactions | 24 | ||
| 05 | Director Compensation | 30 | |
| 06 | Stock Ownership Information | 32 | |
| Security Ownership of Certain Beneficial Owners and Management | 32 | ||
| Equity Compensation Plans | 33 | ||
| Stock Ownership Guidelines | 33 |
| 07 | Executive Compensation | 34 | |
| 2024 Summary Compensation Table | 34 | ||
| Employment Agreements | 35 | ||
| Equity Awards Under Our Plans | 35 | ||
| Annual Performance-Based Bonuses | 36 | ||
| Changes for 2025 | 37 | ||
| Outstanding Equity Awards at Fiscal Year-End | 39 | ||
| Potential Payments Upon Termination or Change in Control | 39 | ||
| Recovery of Erroneously Awarded Compensation | 41 | ||
| Policies and Practices Related to the Grant of Certain Equity Awards | 41 | ||
| 08 | Proposal No. 2: Ratification of Independent Registered Public Accounting Firm | 42 | |
| Pre-Approval Policy for Services of Independent Registered Public Accounting Firm | 42 | ||
| Relationship with Independent Registered Public Accounting Firm | 42 | ||
| 09 | Questions and Answers About the Annual Meeting and Voting | 43 | |
| 10 | Requirements for Submitting Proxy Proposals and Transaction of Business at Annual Meeting | 47 | |
| Transaction of Business at the Annual Meeting | 47 | ||
| Date for Receipt of Stockholder Proposals for the 2026 Annual Meeting | 47 | ||
| Date for Receipt of Stockholder Director Nominations for the 2026 Annual Meeting | 47 |
LEARN MORE
Read about BKV CORPORATION and vote online www.proxyvote.com
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