Australian Oilseeds Holdings Ltd
For the period ended Mar 21, 2025. Filed Mar 21, 2025.
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Mar 21, 2025 · Filed Mar 21, 2025
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DEF 14A 1 formdef14a.htm
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☒
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 |
Australian Oilseeds Holdings Limited
(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 all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
126 – 142 Cowcumbla Street,
Cootamundra, NSW 2590, Australia
Dear Shareholder:
We cordially invite you to attend the 2025 Annual Meeting of Shareholders of Australian Oilseeds Holdings Limited (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, April 30, 2025, at 4:30 p.m. Eastern Time. The Annual Meeting will be held in person at the offices of Laurel Hill Advisory Group, LLC, located at 2 Robbins Lane, Suite 201, Jericho, NY 11753 and virtually online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting https://www.cstproxy.com/australianoilseeds/2025, using Conference ID: 8143171#, where you will be able to listen to the Annual Meeting live, submit questions, and vote.
You will find important information about the matters to be voted on at the Annual Meeting in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. We are sending most of our shareholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending them a full set of printed materials. The Notice tells you how to access and review the important information contained in the proxy materials on the internet and how to request to receive a printed copy of our proxy materials. The Notice also tells you how to vote on the internet prior to the Annual Meeting.
Your vote is important. We hope you will attend the Annual Meeting. We encourage you to review the proxy materials and vote as soon as possible. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at https://www.cstproxy.com/australianoilseeds/2025 and can be found in the section entitled “Questions and Answers about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?” in the proxy statement.
On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
Very truly yours,
/s/ Gary Seaton
Gary Seaton Chairman of the Board of Directors and Chief Executive Officer
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2025
NOTICE IS HEREBY GIVENthat the Annual Meeting of Shareholders of Australian Oilseeds Holdings Limited, a Cayman Islands exempted company, will be held on Wednesday, April 30, 2025, at 4:30 p.m., Eastern Time. The Annual Meeting will be held in person at the offices of Laurel Hill Advisory Group, LLC, 2 Robbins Lane, Suite 201, Jericho, NY 11753 and virtually online via audio webcast: https://www.cstproxy.com/australianoilseeds/2025, using Conference ID: 8143171#. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “General Information about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?”
| Annual Meeting Date: | Wednesday, April 30, 2025 |
|---|---|
| Time: | 4:30 p.m. Eastern Time |
| Place: | In Person: Laurel Hill Advisory Group, LLC, 2 Robbins Lane, Suite 201, Jericho, NY 11753 Via live webcast: https://www.cstproxy.com/australianoilseeds/2025 |
| Items of Business: | (1) | To elect two Class I directors nominated by our Board of Directors to serve three-year terms expiring at our 2028 Annual Meeting of Shareholders; |
|---|---|---|
| (2) | To ratify the appointment of BDO Audit Pty Ltd. (“BDO”) as our independent registered public accounting firm for 2024; and | |
| (3) | To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting. |
| Record Date: | Only holders of record of our ordinary shares on March 21, 2025, are entitled to receive notice of and to vote at the Annual Meeting and any postponement or adjournment of the Annual Meeting. |
|---|---|
| Voting: | Your vote is important. We encourage you to read the accompanying proxy materials and submit your vote as soon as possible. You can find information about how to cast your vote in the question-and-answer section of the accompanying proxy statement. |
These items of business are described in the Proxy Statement that follows this notice. Holders of record of our ordinary shares as of the close of business on March 21, 2025 are entitled to notice of and to vote at the Annual Meeting. Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.
By Order of the Board of Directors
/s/ Gary Seaton
Gary Seaton, Chairman of the Board of Directors
This Notice of Annual Meeting and Proxy Statement are first being distributed on or about April 4, 2025 and are available free of charge at www.sec.gov.
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TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2025 | ii |
|---|---|
| PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2025 | 1 |
| Explanatory Note | 1 |
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 2 |
| PROPOSAL 1 – ELECTION OF CLASS I DIRECTORS | 8 |
| PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF BDO AUDIT PTY LTD. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 11 |
| Audit Committee Report | 12 |
| Corporate Governance and Director Independence | 13 |
| Board Leadership Structure and Role in Risk Management | 13 |
| Communication with Directors | 14 |
| Hedging and Pledging Transactions | 14 |
| Clawback Policy Committees and Meetings | 15 |
| Audit Committee Function | 15 |
| Compensation Committee | 16 |
| Nominating and Corporate Governance Committee | 16 |
| Governance-Related Materials | 17 |
| EXECUTIVE OFFICERS | 18 |
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126 – 142 Cowcumbla Street, Cootamundra, NSW 2590, Australia
+02 6942 4347
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.