FutureFuel Corp.
FutureFuel Corp. (Form: DEF 14A, Received: 07/09/2012 08:03:33)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
 
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Definitive Proxy Statement
   
 
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Soliciting Material Pursuant to §240.14a-12
 
FUTUREFUEL CORP.
(Name of Registrant as Specified in its Charter)
 
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
 
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8235 Forsyth Blvd. - 4 th Floor
Clayton, Missouri 63105

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 13, 2012

July 9, 2012
 
TO THE SHAREHOLDERS OF FUTUREFUEL CORP.
 
Notice is hereby given that the annual meeting of shareholders of FutureFuel Corp. will be held on Monday, August 13, 2012 at 8235 Forsyth, 8 th Floor, Clayton, Missouri 63105 at 10:00 a.m. local time, for the following purposes:
 
 
(1)
to elect three directors: Paul A. Novelly, Paul G. Lorenzini, and William J. Doré;
 
 
(2)
to ratify the appointment of RubinBrown LLP as our independent auditor for the year ending December 31, 2012; and
 
 
(3)
to transact such other business as may properly come before the meeting.
 
The record date for the determination of holders of our common stock entitled to notice of and to vote at the annual meeting of shareholders is June 22, 2012.  Only shareholders of record at the close of business on the record date will be entitled to vote at the annual meeting or any adjournment thereof.  It is important that your shares be represented at this meeting to help ensure the presence of a quorum.
 
    By Order of the Board of Directors,  
     
   
Douglas D. Hommert, Corporate Secretary
 

 
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE, WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT.  YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE MEETING, OR AT THE MEETING.
 

 
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON AUGUST 13, 2012
 
This notice, the proxy statement attached to this notice, and our annual report to shareholders for the year ended December 31, 2011 are available free of charge on the “Investor Relations” page of our website at http://ir.futurefuelcorporation.com/proxy.cfm .
 

 
 

 
 
 
8235 FORSYTH BLVD., 4 TH FLOOR
CLAYTON, MISSOURI 63105
 
PROXY STATEMENT
 
This Proxy Statement contains information relating to the 2012 annual meeting of shareholders of FutureFuel Corp. (or the Company, we, us, or our).  Through this mailing, our board of directors is soliciting proxies for this annual meeting.  Our Annual Report for the year ended December 31, 2011 is also enclosed with this Proxy Statement, as are proxy cards.  These documents provide important information about our business, including audited financial statements.
 
Date, Time, and Place Information.
 
Date, Time, and Place of the Meeting.
 
The 2012 annual meeting of our shareholders will be held at 8235 Forsyth Blvd., 8 th Floor, Clayton, Missouri 63105 on Monday, the 13 th day of August, 2012 at 10:00 a.m., local time, subject to adjournments or postponements.
 
Approximate Date on Which this Proxy Statement Is First Sent to Security Holders.
 
This Proxy Statement, the form of proxy included herein, and our Annual Report are first being sent or delivered to security holders on or around July 9, 2012.
 
Shareholder Proposals for the Next Annual Meeting.
 
Any shareholder desiring to make a proposal to be acted upon at the 2013 annual meeting of our shareholders must present such proposal to us at our principal office set forth above by March 9, 2013 for the proposal to be considered for inclusion in our proxy statement and form of proxy for that annual meeting.
 
In addition to any other applicable requirements, for business properly to be brought before an annual meeting by a shareholder (including business not to be considered for inclusion in our proxy statement), our bylaws provide that the shareholder must have given timely notice thereof in proper written form to our corporate secretary.  To be timely, a shareholder’s notice must be delivered to or mailed and received at our principal executive office, 8235 Forsyth Blvd., 4 th Floor, Clayton, Missouri 63105, not less than 30 days nor more than 60 days prior to the annual meeting; provided, however, that in the event that less than 40 days’ notice or prior public disclosure of the date of the annual meeting is given or made to shareholders, notice by the shareholder to be timely must be received not later than the close of business on the 20 th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made.  To be in proper written form, a shareholder’s notice to our corporate secretary must set forth in writing as to each matter the shareholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reason for conducting such business at the annual meeting; (ii) the name and address, as they appear on our books, of the shareholder proposing such business; (iii) the class and number of shares of our stock which are beneficially owned by the shareholder; and (iv) any material interest of the shareholder in such business. If a shareholder desires to submit a proposal to be acted upon at our 2013 annual meeting but not included in our proxy statement and form of proxy for that meeting, such shareholder must satisfy the advance notice provisions of our bylaws described in the following paragraph.
 
Shareholder nominations for director must comply with the notice and informational requirements described above for other shareholder proposals, as well as additional information that would be required under applicable United States Securities and Exchange Commission (or SEC) proxy rules and the policies of the nominating/corporate governance committee of our board, particularly appendices A, B, and C of our nominating/corporate governance committee charter.  A copy of our nominating/corporate governance committee charter may be found on our internet web site at http://ir.futurefuelcorporation.com/governance.cfm .  In addition, a copy may be obtained free of charge through a written request to us at our principal executive office set forth above, attention corporate secretary.
 
 
1

 
 
Matters to Be Voted Upon.
 
The following matters are to be voted upon at the 2012 annual meeting of our shareholders.
 
PROPOSAL ONE - ELECTION OF DIRECTORS
 
Our board has nominated three persons for election to our board at the 2012 annual meeting of our shareholders: Paul A. Novelly, Paul G. Lorenzini, and William J. Doré, each as a Class C director.
 
Paul A. Novelly.
 
Prior to co-founding us and becoming our chairman, Mr. Novelly was (and still is) chairman and chief executive officer of Apex Oil Company, Inc., a privately-held company based in St. Louis, Missouri engaged in the trading, storage, marketing, and transportation of petroleum products, including liquid terminal facilities in the Midwest and Eastern United States, and towboat and barge operations on the inland waterway system.  Mr. Novelly is also president and a director of AIC Limited, a Bermuda-based oil trading company, chairman and a director of World Point Terminals, Inc., a Delaware company based in Missouri which owns and operates petroleum storage facilities in the United States, and chief executive officer of St. Albans Global Management, Limited Partnership, LLLP, which provides corporate management services.  He currently serves on the board of directors at Boss Holdings, Inc., a distributor of work gloves, boots, rainwear, and other consumer products, and Bond Street Holdings, Inc., a holding company whose material subsidiary is Premier American Bank, N.A.  Mr. Novelly has also served on the boards of several banks and certain other public companies.
 
Our board believes that Mr. Novelly’s experience, knowledge, skills, and expertise as our chairman since 2005 and his knowledge of our operations and effectiveness of our business strategies provide valuable perspective to our board and add significant value.  Additionally, Mr. Novelly’s experience as the chief executive officer of Apex Oil Company, Inc., AIC Limited, and St. Albans Global Management, Limited Partnership, LLLP and as the chairman of World Point Terminals, Inc., as well as a number of executive positions with other oil refining, terminalling, storage, and transportation companies and certain financial institutions, are integral to our board’s assessment of our business opportunities and strategic options.  Finally, Mr. Novelly’s service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.
 
Paul G. Lorenzini.
 
Mr. Lorenzini has been a member of our board since January 2007 and our chief operating officer since April 21, 2008.  In January 1970, Mr. Lorenzini co-founded Packaging Consultants, Inc., a distribution business supplying packaging materials to the food industry.  In 1983, Bunzl PLC, a supplier of supermarket and food service packaging, acquired Packaging Consultants, Inc.  Mr. Lorenzini continued to work for Bunzl PLC and in 1986 became president of Bunzl USA.  He subsequently became the chief executive officer of Bunzl USA and retired in July 2004 with the title of chairman emeritus.  Mr. Lorenzini served as a director of Bunzl PLC between 1988 and 1991 and between 1999 and 2004.
 
Our board believes that Mr. Lorenzini’s experience, knowledge, skills, and expertise as our chief operating officer and his knowledge of our operations and business strategies gained over his five plus years of service as chief operating officer provide valuable perspective to our board and add significant value.  Additionally, Mr. Lorenzini’s operational and management experience with Bunzl PLC and Bunzl USA is integral to our board’s assessment of our business opportunities and strategic options.  Finally, Mr. Lorenzini’s service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.
 
 
2

 
 
William J. Doré.
 
Mr. Doré previously was a member of our board between May 24, 2006 and March 20, 2007.  Mr. Doré is also the founder and retired chairman/chief executive officer of Global Industries, Ltd., a worldwide organization of over 6,000 employees which operates one of the largest fleets of marine construction assets in the world.  Global Industries’ construction services extend throughout the Gulf of Mexico, West Africa, the Mediterranean, the Middle East and India, the Pacific Rim, South America, and Mexico’s Bay of Campeche.  In 2000, Mr. Doré was presented with the Rhodes Petroleum Industry Leadership Award from the Petroleum Division of the American Society of Mechanical Engineers.  He is also the recipient of the 2000 Horatio Alger Award.  In 2011, Mr. Doré was named as the Civic Service Award recipient from the Chamber Southwest Louisiana.  The Civic Service Award is presented annually to an outstanding member of the community who exemplifies leadership and service.
 
Our board believes that Mr. Doré’s experience, knowledge, skills, and expertise as a previous member of our board of directors and his operational and management experience with Global Industries, Ltd. is integral to our board’s assessment of our business opportunities and strategic options.  Further, Mr. Doré’s service and experience in community matters and his commitment to education and the environment strengthens the governance and functioning of our board.
 
Under our certificate of incorporation, our directors are divided into three classes, which serve for staggered three-year terms.  Mr. Novelly was originally elected as a director on August 22, 2005 and Mr. Lorenzini was originally elected as a director on January 8, 2007.  Both of these individuals are standing for reelection.  Mr. Doré has not served on our board since March 20, 2007.  Each of these nominees has agreed, if elected at the 2012 annual meeting of our shareholders, to serve as a Class C member of our board for a three-year term expiring in 2015.
 
The persons named as attorneys-in-fact in the accompanying shareholder proxy card will vote for the election of the nominees listed above as director, unless authority to so vote is withheld.  Although our board expects that the nominees will be available for election, in the event a vacancy in the slate of nominees occurs, shares of our common stock represented by proxies will be voted for the election of a substitute nominee selected by the persons named as attorneys-in-fact in the accompanying shareholder proxy card.
 
The name of the nominees for election and the other continuing members of our board, and certain other information with respect to such persons, are set forth below.
 
Nominee For Election as a Class C Director
For the Three-Year Term Expiring in 2015
 
Name, Age, and Positions with the Company
 
Director of the Company Since
Paul A. Novelly, 68. Mr. Novelly has been our chairman and a member of our board since inception.
 
2005
Paul G. Lorenzini, 72. Mr. Lorenzini has been a member of our board since January 8, 2007 and our chief operating officer since April 21, 2008.
 
2007
William J. Doré, 69. Mr. Doré was a member of our board between May 24 2006 and March 20, 2007
 
n/a
 
 
3

 
 
Continuing Directors
 
Name, Age, and Positions with the Company
 
Class
 
Term
Expiring
 
Director of the Company Since
Lee E. Mikles, 56. Mr. Mikles has been our chief executive officer and president and a member of our board since inception. In addition, he served as our principal financial officer before our acquisition of FutureFuel Chemical Company and thereafter through January 31, 2008.
 
B
 
2014
 
2005
Edwin A. Levy, 75. Mr. Levy has been a member of our board since November 26, 2005.
 
A
 
2013
 
2005
Thomas R. Evans, 57. Mr. Evans has been a member of our board since May 24, 2006.
 
B
 
2014
 
2006
Donald C. Bedell, 71. Mr. Bedell has been a member of our board since February 26, 2008.
 
A
 
2013
 
2008
Paul M. Manheim, 63. Mr. Manheim has been a member of our board since April 5, 2011.
 
B
 
2014
 
2011
 
OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.

PROPOSAL TWO - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANT
 
RubinBrown LLP was our independent auditor for the fiscal years ending December 31, 2008, 2009, 2010, and 2011.  On June 14, 2012, the audit committee of our board took action to approve the retention of the accounting firm of RubinBrown LLP as the independent auditor for us for the fiscal year ending December 31, 2012.  Our board subsequently approved the actions of the audit committee but made the decision to seek shareholder ratification of the appointment of RubinBrown LLP as our independent auditor for the fiscal year ended December 31, 2012.  A representative from the firm is expected to be present at the 2012 annual meeting of our shareholders and will have an opportunity to make a statement if he desires to do so and will be available to respond to shareholder questions.  Additional information regarding our independent auditor is set forth under the caption “Independent Public Accountants” beginning at page 28 below.  If our shareholders do not ratify the appointment of RubinBrown LLP, our board will consider the selection of other auditors.
 
In light of the foregoing, we ask our shareholders to vote on the following resolution at the 2012 annual meeting of our shareholders.
 
RESOLVED, that the shareholders of the Company ratify the selection of RubinBrown LLP as the Company’s independent auditor for the fiscal year ended December 31, 2012.
 
OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.
 
Revocability of Proxy.
 
Execution and return of a proxy card will not in any way affect a shareholder’s right to attend and to vote in person at the 2012 annual meeting of our shareholders.  Any proxy may be revoked by the shareholder giving it, at any time prior to its being voted, by: (i) filing a notice of revocation with our corporate secretary at 8235 Forsyth Blvd., 4 th Floor, Clayton, Missouri 63105; (ii) executing and delivering a duly executed proxy bearing a later date; or (iii) attending the 2012 annual meeting of our shareholders and voting in person.  A notice of revocation need not be on any specific form.  Attendance at the 2012 annual meeting of our shareholders will not by itself constitute revocation of a proxy.
 
 
4

 
 
Dissenters Rights of Appraisal.
 
There are no rights of appraisal or similar rights of dissenters with respect to any matter to be acted upon at the 2012 annual meeting of our shareholders.
 
Persons Making the Solicitation.
 
The solicitation in this Proxy Statement is being made by us.  We will solicit proxies by mail or by telephone, and our directors, officers, and employees also may solicit proxies, without additional compensation, on our behalf.  We will not be using any specially engaged employees or paid solicitors.  All expenses incurred in this solicitation will be paid by us.  Banks, brokerage houses, and other institutions, nominees, and fiduciaries will be requested to forward the proxy materials to beneficial owners and to obtain authorization for the execution of proxies.
 
None of our directors has informed us in writing that he intends to oppose any action intended to be taken by us at the 2012 annual meeting of our shareholders.
 
Interest of Certain Persons in Matters to be Acted Upon.
 
None of our directors, executive officers, the nominees for director, or any of their associates has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2012 annual meeting of our shareholders.
 
Voting Securities and Principal Holders Thereof.
 
Voting Securities.
 
We only have one class of voting stock outstanding, and that is our common stock.  As of June 22, 2012 (the record date for our 2012 annual shareholder meeting), there were outstanding 41,319,057 shares of our common stock.  Each share of our common stock issued and outstanding on the record date is entitled to one vote on each proposal at the 2012 annual meeting of our shareholders.
 
Record Date.
 
Our board has fixed the close of business on June 22, 2012 as the record date for the determination of our shareholders entitled to receive notice of, and to vote at, the 2012 annual meeting of our shareholders.  Accordingly, only holders of record of shares of our common stock at the close of business on the record date are entitled to notice of the 2012 annual meeting of our shareholders and to attend and vote at such meeting.
 
Cumulative Voting Rights.
 
Holders of our common stock do not have cumulative voting rights.
 
Security Ownership of Certain Beneficial Owners.
 
The following table sets forth the number and percentage of shares of our common stock owned by all persons known by us to be the beneficial owners of more than 5% of our shares of common stock as of June 22, 2012.
 
Name and Address of Beneficial Owner
 
Amount of
Beneficial
Ownership
   
Percent of
Common
Stock
 
Paul A. Novelly, 8235 Forsyth Blvd., 4 th Floor, Clayton, MO 63105 (a)
    17,560,100       42.5 %
Lee E. Mikles, 1486 E. Valley Road, Santa Barbara, CA 93108 (b)
    2,311,250       5.6 %
SOF Investments, L.P., 645 5 th Avenue, 21 st Floor, New York, NY 10022 (c)
    3,600,000       8.7 %
Revelation Special Situations Fund Ltd., Canon’s Court, 22 Victoria Street, Hamilton, Bermuda DO HM 11 (d)
    5,192,767       12.6 %
__________
 
 
5

 
 
 
(a)
Includes 16,835,100 shares of common stock held by St. Albans Global Management, Limited Partnership, LLLP, 625,000 shares of common stock held by Apex Holding Co., and 100,000 shares of common stock held by Mr. Novelly.  Mr. Novelly is the chief executive officer of both of these entities and thereby has voting and investment power over such shares, but he disclaims beneficial ownership except to the extent of a minor pecuniary interest.
 
(b)
Includes 2,041,900 shares of common stock held by the Lee E. Mikles Revocable Trust dated March 26, 1996, 5,000 shares held by Mr. Mikles’ IRA account, and 25,000 shares held by an SEP.  Also includes 120,000 shares of common stock held by the Lee E. Mikles Gift Trust dated October 6, 1999, as to which Mr. Mikles is the settlor of the trust, but is not a trustee or a beneficiary.  Mr. Mikles disclaims beneficial ownership of the shares owned by the Gift Trust.  Also includes 27,500 shares held by the Alison L. Mikles Irrevocable Trust.  Miss Mikles is the minor child of Mr. Mikles and lives in Mr. Mikles’ household.  However, Mr. Mikles is not the trustee or beneficiary of such trust and disclaims beneficial ownership.  Also includes 88,750 shares of common stock held by Lori Mikles, the spouse of Mr. Mikles.  Mr. Mikles disclaims beneficial ownership thereof.  Also includes 1,000 shares held for the benefit of Mr. Mikles daughter and 1,100 shares held for the benefit of Mr. Mikles son.  Both children are minors and live in Mr. Mikles’ household, but Mr. Mikles disclaims beneficial ownership of such shares.  Finally, includes 1,000 shares held in an IRA for Mr. Mikles’ spouse, which account is controlled by Mr. Mikles.
 
(c)
Based solely upon review of a Schedule 13G filed on February 14, 2008, we understand that SOF Investments, L.P. is the record and direct beneficial owner of 1,800,000 shares of common stock listed above, MSD Capital, L.P. is the general partner of SOF Investments, L.P. and may be deemed to indirectly beneficially own securities owned by SOF Investments, L.P., and MSD Capital Management LLC is the general partner of MSD Capital, L.P.  Except as set forth in this footnote, we have no knowledge as to the beneficial owners of these entities.  In addition, we are aware that, on or around June 7, 2010, SOF Investments, L.P. exercised warrants and acquired an additional 1,800,000 shares of our common stock.
 
(d)
Formerly known as Osmium Special Situations Fund Ltd.  Based solely on Amendment No. 6 to Schedule 13D filed with the SEC on September 13, 2011 and Form 4s (and amendments) filed thereafter.  Mr. Chris Kuchanny, as chairman and chief executive officer of Revelation Capital Management Ltd., may, by virtue of such position, be deemed to have beneficial ownership of such shares and warrants.  Mr. Kuchanny disclaims beneficial ownership other than the portion of such shares which relates to his individual economic interest in Revelation Special Situations Fund Ltd.  Except as set fort in this footnote, we have no knowledge as to the beneficial owners of Revelation Special Situations Fund Ltd.
 
Security Ownership of Management.
 
The following table sets forth information, as of June 22, 2012, regarding the beneficial ownership of our common stock by each of our directors (including Mr. Mr. Doré who is being nominated to our board but excluding Mr. Knowlton who is not standing for reelection) and executive officers and the executive officers of FutureFuel Chemical Company.  Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them and none of such shares have been pledged as security.
 
Name of Beneficial Owner
 
Amount of
Beneficial
Ownership
   
Percent of
Common
Stock
 
Paul A. Novelly (a)
    17,560,100       42.5 %
Lee E. Mikles (b)
    2,311,250       5.6 %
Paul G. Lorenzini (c)
    705,047       1.7 %
Edwin A. Levy (d)
    278,750       0.7 %
Douglas D. Hommert (e)
    260,000       0.6 %
Thomas R. Evans
    30,000       0.1 %
Donald C. Bedell (f)
    35,097       0.1 %
Paul M. Manheim
    2,000       0.0 %
William J. Doré
    300,000       0.7 %
Sam Dortch (g)
    42,342       0.1 %
David Baker
    11,150       0.0 %
Christopher Schmitt
    500       0.0 %
                 
All directors and executive officers
    21,536,236       52.1 %
__________
 
 
6

 
 
(a)
Includes 16,835,100 shares of common stock held by St. Albans Global Management, Limited Partnership, LLLP, 625,000 shares of common stock held by Apex Holding Co., and 100,000 shares of common stock held by Mr. Novelly.  Mr. Novelly is the chief executive officer of both of these entities and thereby has voting and investment power over such shares, but he disclaims beneficial ownership except to the extent of a minor pecuniary interest.
 
(b)
Includes 2,041,900 shares of common stock held by the Lee E. Mikles Revocable Trust dated March 26, 1996, 5,000 shares held by Mr. Mikles’ IRA account, and 25,000 shares held by an SEP.  Also includes 120,000 shares of common stock held by the Lee E. Mikles Gift Trust dated October 6, 1999, as to which Mr. Mikles is the settlor of the trust, but is not a trustee or a beneficiary.  Mr. Mikles disclaims beneficial ownership of the shares owned by the Gift Trust.  Also includes 27,500 shares held by the Alison L. Mikles Irrevocable Trust.  Miss Mikles is the minor child of Mr. Mikles and lives in Mr. Mikles’ household.  However, Mr. Mikles is not the trustee or beneficiary of such trust and disclaims beneficial ownership.  Also includes 88,750 shares of common stock held by Lori Mikles, the spouse of Mr. Mikles.  Mr. Mikles disclaims beneficial ownership thereof.  Also includes 1,000 shares held for the benefit of Mr. Mikles daughter and 1,100 shares held for the benefit of Mr. Mikles son.  Both children are minors and live in Mr. Mikles’ household, but Mr. Mikles disclaims beneficial ownership of such shares.  Finally, includes 1,000 shares held in an IRA for Mr. Mikles’ spouse, which account is controlled by Mr. Mikles.
 
(c)
Includes 55,000 shares of common stock owned by Mr. Lorenzini’s spouse; Mr. Lorenzini disclaims beneficial ownership thereof.  Includes 5,000 shares owned by the Lorenzini Friends and Family Gift Trust, a trust established by Mr. Lorenzini and his spouse, as to which Mr. Lorenzini and his spouse are the trustees but not the beneficiaries; Mr. Lorenzini disclaims any beneficial interest in the shares of our common stock held by this trust.
 
(d)
Includes 6,500 shares of common stock held in an IRA established by Mr. Levy.  Does not included 1,275 shares of our common stock owned by The Edwin A. Levy Charitable Foundation, Inc., a New York not-for-profit corporation as to which Mr. Levy is a founder and director but not a beneficiary.  Mr. Levy disclaims beneficial ownership of shares owned by the Foundation.
 
(e)
Includes 260,000 shares of common stock held by the Douglas D. Hommert Revocable Trust, which is a trust established by Mr. Hommert for the benefit of his descendants, of which Mr. Hommert is the trustee.
 
(f)
Includes 2,300 shares of common stock owned by the Alexandra Nicole Bedell Trust, a trust established by Mr. Bedell for his granddaughter as to which Mr. Bedell serves as trustee but holds no pecuniary interest; Mr. Bedell disclaims beneficial ownership of all shares of our common stock held by this trust.  Includes 2,300 shares of common stock owned by the Ashlyn Tate Bedell Trust, a trust established by Mr. Bedell for his granddaughter as to which Mr. Bedell serves as trustee but holds no pecuniary interest; Mr. Bedell disclaims beneficial ownership of all shares of our common stock held by this trust.  Includes 2,300 shares of common stock owned by the Hailey Bedell Trust, a trust established by Mr. Bedell for his granddaughter as to which Mr. Bedell serves as trustee but holds no pecuniary interest; Mr. Bedell disclaims beneficial ownership of all shares of our common stock held by this trust.  Also includes 17,197 shares of our common stock held by the Africa Exempt Trust, of which Mr. Bedell is a beneficiary.
 
(g)
Includes 42,342 shares of common stock held in an IRA established by Mr. Dortch.
 
Change in Control.
 
We are not aware of any arrangement (including any pledge by any person of any of our securities) the operation of which may at a date subsequent to the date of this Proxy Statement result in a change in control of us.  Further, we are not aware that a change in control of us has occurred since the beginning of our last fiscal year.
 
Directors and Executive Officers.
 
Material Proceedings.
 
No director, officer, or affiliate of us, no owner of record or beneficially of more than five percent of any class of our voting securities, and no associate of any such director, officer, affiliate, or owner is a party in any material proceeding adverse to us or to any of our subsidiaries.
 
 
7

 
 
Directors, Executive Officers, Promoters, and Control Persons.
 
Identification of Directors.
 
Our directors are as follows (including Mr. Doré who has been nominated as a director but excluding Mr. Knowlton who is not standing for reelection).
 
Name
 
Age
 
Director
Since
 
Term
Expires
Paul A. Novelly, executive chairman of the board
 
68
 
2005
 
2012
Lee E. Mikles, chief executive officer and president
 
56
 
2005
 
2014
Edwin A. Levy
 
75
 
2005
 
2013
Thomas R. Evans
 
57
 
2006
 
2014
Paul G. Lorenzini, chief operating officer
 
72
 
2007
 
2012
Donald C. Bedell
 
71
 
2008
 
2013
Paul M. Manheim
 
63
 
2011
 
2014
William J. Doré (nominated as a director)
 
69
 
n/a
 
n/a
 
There is no arrangement or understanding between any of the above directors and any other person pursuant to which such person was or is to be selected as a director.
 
Identification of Executive Officers.
 
The current executive officers of the Company are as follows.
 
Name
 
Position
 
Age
 
Officer
Since
Paul A. Novelly
 
Executive chairman of the board
 
68
 
2005
Lee E. Mikles
 
Chief executive officer and president
 
56
 
2005
Paul G. Lorenzini
 
Chief operating officer
 
72
 
2008
Douglas D. Hommert
 
Principal financial officer, executive vice president, secretary, and treasurer
 
56
 
2005
 
There is no arrangement or understanding between any of the above officers and any other person pursuant to which such person was or is to be selected as an officer.
 
Identification of Certain Significant Employees.
 
The following individuals are executive officers of FutureFuel Chemical Company who are expected to make significant contributions to our business.
 
Name
 
Position
 
Age
 
Officer
Since
Samuel Dortch
 
Executive vice president and general manager
 
63
 
2007
David Baker
 
Senior vice president - operations support
 
65
 
2006
Christopher Schmitt
 
Chief financial officer
 
34
 
2011
 
There is no arrangement or understanding between any of the above officers and any other person pursuant to which such person was or is to be selected as an officer.
 
Family Relationships.
 
There is no family relationship between any of our executive officers and directors (including Mr. Doré who has been nominated as a director).
 
 
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Business Experience of Our Directors and Executive Officers.
 
Paul A. Novelly has been our chairman of the board since inception.  For at least the past five years, Mr. Novelly has been chairman and chief executive officer of Apex Oil Company, Inc., a privately-held company based in St. Louis, Missouri engaged in the trading, storage, marketing, and transportation of petroleum products, including liquid terminal facilities in the Midwest and Eastern United States, and towboat and barge operations on the inland waterway system.  Mr. Novelly is president and a director of AIC Limited, a Bermuda-based oil trading company, chairman and a director of World Point Terminals, Inc., a Delaware company based in Missouri which owns and operates petroleum storage facilities in the United States, and chief executive officer of St. Albans Global Management, Limited Partnership, LLLP, which provides corporate management services.  He currently serves on the board of directors at Boss Holdings, Inc., a distributor of work gloves, boots, rainwear, and other consumer products, and Bond Street Holdings, Inc., a holding company whose material subsidiary is Premier American Bank, N.A.  Within the past five years, Mr. Novelly also served on the board of directors of Intrawest Corporation, a company in the destination resorts and adventure travel industry, The Bear Stearns Companies, Inc., a broker-dealer and global securities and investment firm, and World Point Terminals Inc., a Canadian and Toronto Stock Exchange predecessor to World Point Terminals, Inc.
 
Our board believes that Mr. Novelly’s experience, knowledge, skills, and expertise as our chairman since 2005 and his knowledge of our operations and effectiveness of our business strategies provide valuable perspective to our board and add significant value.  Additionally, Mr. Novelly’s experience as the chief executive officer of Apex Oil Company, Inc., AIC Limited, and St. Albans Global Management, Limited Partnership, LLLP and as the chairman of World Point Terminals, Inc., as well as a number of executive positions with other oil refining, terminalling, storage, and transportation companies, and as a prior director of certain banks and other financial institutions, are integral to our board’s assessment of our business opportunities and strategic options.  Finally, Mr. Novelly’s service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.
 
Lee E. Mikles has been our chief executive officer and a member of our board since inception.  In addition, he served as our principal financial officer before our acquisition of FutureFuel Chemical Company and thereafter through January 31, 2008.  Mr. Mikles was chairman of Mikles/Miller Management, Inc., a registered investment adviser and home to the Kodiak family of funds, between 1992 and 2005.  He was also chairman of Mikles/Miller Securities, LLC, a registered broker-dealer, between 1999 and 2005.  Additionally, Mr. Mikles has served on the board of directors of Pacific Capital Bankcorp., Official Payments Corporation, Coastcast Corporation, Nelnet, Inc., Imperial Bank, and Imperial Bancorp.  He currently serves on the board of directors of Boss Holdings, Inc. and is a member of the audit committee for Boss Holdings, Inc.
 
Our board believes that Mr. Mikles’ experience, knowledge, skills, and expertise as our chief executive officer and his knowledge of our operations and business strategies gained over his six plus years of service to us in various roles provide valuable perspective to our board and add significant value.  Additionally, Mr. Mikles’ finance and investment experience from his involvement with Mikles/Miller Management, Inc. is integral to our board’s assessment of our business opportunities and strategic options.  Finally, Mr. Mikles’ service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.
 
Paul G. Lorenzini has been a member of our board since January 2007 and our chief operating officer since April 21, 2008.  In January 1970, Mr. Lorenzini co-founded Packaging Consultants, Inc., a distribution business supplying packaging materials to the food industry.  In 1983, Bunzl PLC, a supplier of supermarket and food service packaging, acquired Packaging Consultants, Inc.  Mr. Lorenzini continued to work for Bunzl PLC and in 1986 became president of Bunzl USA.  He subsequently became the chief executive officer of Bunzl USA and retired in July 2004 with the title of chairman emeritus.  Mr. Lorenzini served as a director of Bunzl PLC between 1988 and 1991 and between 1999 and 2004.
 
Our board believes that Mr. Lorenzini’s experience, knowledge, skills, and expertise as our chief operating officer and his knowledge of our operations and business strategies gained over his five plus years of service as chief operating officer provide valuable perspective to our board and add significant value.  Additionally, Mr. Lorenzini’s operational and management experience with Bunzl PLC and Bunzl USA is integral to our board’s assessment of our business opportunities and strategic options.  Finally, Mr. Lorenzini’s service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.
 
 
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Douglas D. Hommert has been our executive vice president, secretary, and treasurer since inception.  He was a member of our board from inception through January 14, 2008.  He became our principal financial officer on February 1, 2008.  Mr. Hommert has been executive vice president and general counsel of Apex Oil Company, Inc. since September 2002.  Between October 1988 and September 2002, he was a partner in the St. Louis law firm of Lewis, Rice & Fingersh, L.C.  With that firm, he practiced in the areas of business law, taxation, mergers and acquisitions, financing, and partnerships.  He was licensed as a Certified Public Accountant in 1982.
 
Our board believes that Mr. Hommert’s experience, knowledge, skills, and expertise as our executive vice president and his knowledge of our operations and business strategies gained over his six plus years of service to us in various roles, including principal financial officer, provide valuable perspective to our board and add significant value.  Additionally, Mr. Hommert’s experience as the executive vice president and general counsel of Apex Oil Company, Inc., as well as a number of executive positions with other oil terminalling, storage, and transportation companies, are integral to our board’s assessment of our business opportunities and strategic options.  Finally, Mr. Hommert’s experience in the legal and accounting professions strengthens the functioning of our company.
 
Edwin A. Levy has been a member of our board since November 2005.  In 1979, Mr. Levy co-founded Levy, Harkins & Co., Inc., an investment advisory firm, where he now serves as chairman of the board and individual advisor.  Mr. Levy was a director of Traffix, Inc. between November 1995 and 2006, and served as a member of its audit committee and stock options committee.  He is a director of World Point Terminals, Inc., a Delaware company based in Missouri which owns and operates petroleum storage facilities in the United States.  In the past five years Mr. Levy was a director of Forward Industries, Inc., a publicly-held company in the business of designing, manufacturing, and distributing custom carrying case solutions, and World Point Terminals Inc., a Canadian and Toronto Stock Exchange predecessor to World Point Terminals, Inc.
 
Our board believes that Mr. Levy’s experience, knowledge, skills, and expertise as a member of our board and his knowledge of our operations and business strategies gained over his six plus years of service to us in that capacity provide valuable perspective to our board and add significant value.  Additionally, Mr. Levy’s finance and investment experience from his involvement with Levy, Harkins & Co., Inc. is integral to our board’s assessment of our business opportunities and strategic options.  Finally, Mr. Levy’s service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.
 
Thomas R. Evans has been a member of our board since May 2006.  Since June 2004, he has served as president and chief executive officer of Bankrate, Inc., an Internet based aggregator of financial rate information.  Mr. Evans was elected to Bankrate, Inc.’s board of directors in May 2004.  From 1999 to 2002, Mr. Evans was chairman and chief executive officer of Official Payments Corporation, an Internet processor of payment to government entities.
 
Our board believes that Mr. Evans’ experience, knowledge, skills, and expertise acquired as the president and chief executive officer at Bankrate, Inc., including experience and understanding of business strategy formation and execution from both a board and management perspective, add significant value to our board.  Additionally, Mr. Evans’ service and experience as the head of our audit committee and an independent director of our board, together with his experience as a director for other boards, including active involvement in strategy discussions and other matters, strengthen the functioning of our board.
 
Donald C. Bedell has been a member of our board since March 17, 2008.  Mr. Bedell is chairman of the board of privately held Castle Partners and its affiliates, based in Sikeston, Missouri, which operate over 35 skilled nursing, health care, pharmaceutical, hospice, and therapy facilities throughout Missouri and other states.  Mr. Bedell is a director of First Community Bank of Batesville, Arkansas and is a member of the executive committee of such bank and its holding company.  He is also a director of World Point Terminal, Inc., serving as chairman of World Point’s Corporate Governance and Human Resources Committees.  FutureFuel Corp.’s chairman, Paul A. Novelly, is the chairman of the board of World Point Terminal, Inc.  In the past five years, Mr. Bedell has served on the board of directors of World Point Terminals Inc., a Canadian and Toronto Stock Exchange predecessor to World Point Terminal, Inc.
 
 
10

 
 
Our board believes that Mr. Bedell’s experience, knowledge, skills, and expertise acquired as the chairman at Castle Partners, including experience and understanding of business strategy formation and execution from both a board and management perspective, add significant value to our board.  Additionally, Mr. Bedell’s service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.
 
Paul M. Manheim is currently a consultant to and a corporate director of HAL Real Estate Investments Inc., which develops and owns a portfolio of real estate in the Pacific northwest consisting of multi-family, office, and mixed-use assets.  He was the president and chief executive officer of HAL Real Estate Investments Inc. until September 2005.  HAL Real Estate Investments Inc. is a subsidiary of HAL Holding N.V.  Mr. Manheim joined Holland America Line, N.V., the predecessor of HAL Holding N.V., an international holding company traded on the Amsterdam Stock Exchange, in 1982 and filled various positions in the financial and corporate development areas.  Since June 2005, Mr. Manheim has been the chairman of the board of Shanghai Red Star Optical Company, which owns a portfolio of optical retail outlets in China and is affiliated with Europe’s largest optical retailer.  Mr. Manheim has served as a director of World Point Terminals, Inc. and its predecessor since 2009, and is chairman of the audit committee of World Point Terminals, Inc.  Within the past five years, Mr. Manheim was the chairman and managing director of HAL Investments Asia B.V. and served as a director of Intrawest Corporation.  Mr. Manheim received a bachelor of commerce degree with honors from the University of New South Wales, Australia, and is a chartered accountant.
 
Our board believes that Mr. Manheim’s experience, knowledge, skills, and expertise acquired as the president and chief executive officer at HAL Real Estate Investments Inc., including experience and understanding of business strategy formation and execution from both a board and management perspective, add significant value to our board.  Additionally, Mr. Manheim’s service and experience as a director for other boards, strengthens the governance and functioning of our board.  Finally, Mr. Manheim’s experience as the chairman of the audit committee of World Point Terminals, Inc. and his experience as a chartered accountant add significant value to our board.
 
William J. Doré previously was a member of our board between May 24, 2006 and March 20, 2007.  Mr. Doré is also the founder and retired chairman/chief executive officer of Global Industries, Ltd., a worldwide organization of over 6,000 employees which operates one of the largest fleets of marine construction assets in the world.  Global Industries’ construction services extend throughout the Gulf of Mexico, West Africa, the Mediterranean, the Middle East and India, the Pacific Rim, South America, and Mexico’s Bay of Campeche.  In 2000, Mr. Doré was presented with the Rhodes Petroleum Industry Leadership Award from the Petroleum Division of the American Society of Mechanical Engineers.  He is also the recipient of the 2000 Horatio Alger Award.  In 2011, Mr. Doré was named as the Civic Service Award recipient from the Chamber Southwest Louisiana.  The Civic Service Award is presented annually to an outstanding member of the community who exemplifies leadership and service.  In the past five years, Mr. Doré has served as a director of Global Industries, Ltd.
 
Our board believes that Mr. Doré’s experience, knowledge, skills, and expertise as a previous member of our board of directors and his operational and management experience with Global Industries, Ltd. is integral to our board’s assessment of our business opportunities and strategic options.  Further, Mr. Doré’s service and experience in community matters and his commitment to education and the environment strengthens the governance and functioning of our board.
 
Samuel Dortch was the vice president - operations services of FutureFuel Chemical Company between July 30, 2007 and October 14, 2007 and senior vice president - operations between October 15, 2007 and August 30, 2010.  On August 30, 2010, Mr. Dortch became FutureFuel Chemical Company’s executive vice president and general manager.  In 1972, Mr. Dortch joined Eastman Chemical Company’s technical services division in Kingsport, Tennessee as a development chemical engineer.  He has served in numerous management positions in Kingsport, Batesville and at Eastman Kodak’s Kirby, England facility.  In 2004, Mr. Dortch became manager of research and development at the Batesville plant and director of research and development in December 2006.
 
Our board believes that Mr. Dortch’s experience, knowledge, skills, and expertise acquired as the executive vice president and general manager of FutureFuel Chemical Company, and his knowledge of our operations and business strategies gained over his six plus years of service to us in various roles and his years of service to Eastman Chemical Company, including his knowledge of the chemical business, add significant value to us.
 
 
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David Baker was the vice president - manufacturing operations of FutureFuel Chemical Company between October 31, 2006 and October 14, 2007 and has been senior vice president - operations support since October 15, 2007.  In 1967, he joined Eastman Chemical Company’s filter products division in Kingsport, Tennessee as a development engineer.  In 2001, Mr. Baker was named managing director of Eastman Chemical Company’s Peboc division, relocating to the United Kingdom.  The Peboc division manufactures specialty chemicals including active pharmaceutical ingredients.  In August 2005, Mr. Baker relocated to Kingsport as a business development manager in performance chemicals exclusive manufacturing.  Mr. Baker is a registered professional engineer and past president of the East Tennessee Society of Professional Engineers.
 
Our board believes that Mr. Baker’s experience, knowledge, skills, and expertise acquired as a senior vice president of FutureFuel Chemical Company, and his knowledge of our operations and business strategies gained over his six plus years of service to us in various roles and his years of service to Eastman Chemical Company, including his knowledge of the chemical business as well as international experience, add significant value to us.
 
Christopher Schmitt has been the chief financial officer of FutureFuel Chemical Company since February 3, 2011.  Mr. Schmitt was a middle distillates operator for A.I.C. Limited from September 2009 to February 2011.  A.I.C. Limited is an affiliate of the Company’s chairman, Paul A. Novelly.  In this position, Mr. Schmitt assisted with the management and logistics of middle distillate product movements in Northwest Europe.  From 2003 to September 2009, Mr. Schmitt served as vice president of Pinnacle Consulting, Inc., an accounting and financial consulting firm based in St. Louis, Missouri.  Pinnacle Consulting, Inc. performs services for the Company’s chairman and affiliates of the Company’s chairman.  Prior to that, Mr. Schmitt served as an auditor for the accounting firms Arthur Andersen & Co. and KPMG LLP.  Mr. Schmitt is a licensed certified public accountant and a CFA charter holder.
 
Our board believes that Mr. Schmitt’s experience, knowledge, skills, and expertise acquired as chief financial officer of FutureFuel Chemical Company, and his knowledge of our operations and business strategies gained over his year of service to us in that  role, as well as experience as a licensed certified public accountant and CFA charter holder, add significant value to us.
 
Transactions with Related Persons.
 
From time to time, we enter into transactions with companies affiliated with, or controlled by, Mr. Novelly, who is the chairman of our board and a significant shareholder as set forth above, and in which Mr. Novelly has or will have a direct or indirect material interest.  Revenues, expenses, prepaid amounts, and unpaid amounts related to these transactions during 2011 are summarized in the following table and are further described below.
 
Balance Sheet Accounts.
 
   
2011
 
Accounts receivable
     
Biodiesel, petrodiesel, and blends
  $ 123,000  
Total accounts receivable
  $ 123,000  
Accounts payable
       
Natural gas and fuel purchases
  $ 3,023,000  
Total accounts payable
  $ 3,023,000  
Accrued liabilities
       
Travel and administrative services
  $ 43,000  
Total accrued liabilities
  $ 43,000  
 
 
12

 
 
Income Statement Accounts.
 
   
2011
 
Revenues
     
Biodiesel, petrodiesel, and blends
  $ 5,271,000  
Total revenues
  $ 5,271,000  
Cost of goods sold
       
Biodiesel, petrodiesel, and blends
  $ 2,749,000  
Natural gas purchases
    4,155,000  
Income tax, consulting services, and other
    92,000  
Total cost of goods sold
  $ 6,996,000  
Distribution
       
Distribution and related services
  $ 443,000  
Total distribution
  $ 443,000  
Selling, general, and administrative expense
       
Commodity trading advisory fees
  $ 132,000  
Travel and administrative services
    402,000  
Total selling, general, and administrative expense
  $ 534,000  
 
Biodiesel, Petrodiesel, and Blends.
 
From time to time, we sell biofuels (biodiesel, petrodiesel, biodiesel/petrodiesel blends, RINs, and biodiesel production byproducts) to Apex Oil Company, Inc. (or Apex Oil), which is controlled by Mr. Novelly and primarily beneficially owned by Mr. Novelly and his family.  Such agreements are priced at the then current market price of biodiesel or petrodiesel, as applicable, as determined from bids from other customers and/or market pricing services.  Cost of goods sold related to these sales includes variable costs and allocated fixed costs.
 
Natural Gas Purchases.
 
We utilize natural gas to generate steam for our manufacturing process and to support certain of our air and waste treatment utilities.  This natural gas is purchased through a subsidiary of Apex Oil which is a provider of natural gas marketing services.  Expenses related to these purchases include the cost of the natural gas only; transportation charges are paid to an independent third party.
 
Income Tax, Consulting and Other Services.
 
Pinnacle Consulting, Inc. and Apex Oil provide professional services to us, primarily in the area of income tax preparation and consulting.  We also receive certain finance and accounting expertise from these companies as requested.  Expenses related to these services are comprised of an agreed quarterly fee plus reimbursement of expenses, at cost.  Pinnacle Consulting, Inc. only provides services to Mr. Novelly and companies controlled by or related to Mr. Novelly.
 
Distribution and Related Services.
 
Distribution and related services are comprised of barge transportation and related unloading charges for petrodiesel that were arranged and paid by Apex Oil or one or more of its subsidiaries, and subsequently rebilled to us.  Additionally, we lease oil storage capacity from Center Point Terminal Company under a storage and thruput agreement.  This agreement provides for the storage of biodiesel, diesel or biodiesel/petrodiesel blends, methanol, and biodiesel feedstocks in above-ground storage tankage at designated facilities of the affiliate.  Expenses related to this agreement include monthly lease charges, generally on a per barrel basis, and associated heating, thruput, and other customary terminalling charges.  Center Point Terminal Company is a wholly-owned subsidiary of World Point Terminals, Inc., of which Mr. Novelly is the chairman and in which Mr. Novelly and his family are substantial beneficial owners.
 
 
13

 
 
Commodity Trading Advisory Fees.
 
We entered into a commodity trading advisory agreement with Apex Oil.  Pursuant to this agreement, Apex Oil provides advice to us concerning the purchase, sale, exchange, conversion, and/or hedging of commodities as we may request from time to time.
 
Travel and Administrative Services.
 
We reimburses Apex Oil and St. Albans Global Management, Limited Partnership, LLLP for travel and other administrative services incurred by them on our behalf.  Such reimbursements are performed at cost with the affiliate realizing no profit on the transaction.  St. Albans Global Management, Limited Partnership, LLLP is beneficially owned by Mr. Novelly and his family.
 
Review, Approval, or Ratification of Transactions with Related Persons.
 
Any transaction in which we (or one of our subsidiaries) are a participant, the amount involved exceeds the lesser of $120,000 or 1% of our net income, total assets, or total capital, and in which any party related to us has or will have a direct or indirect material interest must be approved by a majority of the disinterested members of our board as fair to us and our shareholders.  This policy was adopted by our board on January 8, 2007 and amended on February 2, 2011, and can be found through the “Investors Relations – Corporate Governance” section of our internet website ( http://ir.futurefuelcorporation.com/governance.cfm ).  A copy of this policy will also be provided free of charge pursuant to written request to our corporate secretary at our principal executive offices set forth above.  Each of the transactions described above (under the caption “Transactions With Related Persons”) was approved by a majority of the disinterested members of our board.
 
In addition, we adopted a Code of Business Conduct and Ethics which sets forth legal and ethical standards of conduct for our directors, officers, and employees and the directors, officers, and employees of our subsidiaries.  This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us; (iii) compliance with applicable governmental laws, rules, and regulations; (iv) the prompt internal reporting of violations of this Code to appropriate persons identified in this Code; and (v) accountability for adherence to this Code.  This Code was adopted by our board on November 30, 2005 and was amended on February 3, 2011, is in writing, and can be found through the “Investor Relations - Corporate Governance” section of our internet website ( http://ir.futurefuelcorporation.com/governance.cfm ).  A copy of this policy will also be provided free of charge pursuant to written request to our corporate secretary at our principal executive offices set forth above.  Each of the transactions described above (under the caption “Transactions with Related Persons”) was undertaken in compliance with our Code of Business Conduct and Ethics.
 
Compliance with Section 16(a) of the Exchange Act.
 
Based solely upon a review of Forms 3 and Forms 4 and amendments thereto furnished to us under the rules of the SEC promulgated under Section 16 of the United States Securities Exchange Act of 1934, as amended (or Exchange Act) during the fiscal year ended December 31, 2011, and Forms 5 and amendments thereto furnished to us with respect to the fiscal year ended December 31, 2011, as well as any written representation from a reporting person that no Form 5 is required, we are aware that the following members of our board of directors and/or beneficial owners of more than 10% of our common stock failed to file on a timely basis, as disclosed in the aforementioned forms, reports required by Section 16 of the Exchange Act during the year ended December 31, 2011:
 
 
·
Revelation Special Situations Fund Ltd. (formerly known as Osmium Special Situations Fund Ltd.) failed to file on a timely basis Forms 4 for 15 transactions in 2011, three transactions in 2010, and two transactions in 2009.
 
·
Mr. Dortch failed to timely file one report covering one transaction.
 
·
Mr. Schmitt failed to timely file his initial report.
 
·
Mr. Baker failed to timely file two reports covering two transactions.
 
·
Mr. Manheim failed to timely file his initial report and one report covering one transaction.
 
 
14

 
 
Standing Audit Committee.
 
We have a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act.  The members of our audit committee are: Thomas R. Evans (chairman), Donald C. Bedell, Edwin A. Levy, and Paul M. Manheim.
 
Audit Committee Financial Expert.
 
Our board has determined that each member of our audit committee is an audit committee financial expert.  During 2011, each such member of our audit committee was independent, as independence for audit committee members is defined in the listing standards applicable to us and in the rules of the SEC.
 
Board Leadership Structure and Role in Risk Oversight.
 
Board Leadership Structure.
 
We have a board currently comprised of eight members.  Our executive chairman is Mr. Novelly.  Our executive chairman presides over all meetings of our board and at all meetings of our shareholders.  He provides strategic leadership and guidance to our board and management, he advises and consults with our chief executive officer, chief operating officer, and other executive officers, and he works with management and other committees of our board regarding strategies, risks, opportunities, and other matters.
 
Mr. Mikles is a director as well as our principal executive officer and president.  Our principal executive officer and president is our senior most executive officer and has the powers and duties incident to that position.  He is our principal management officer with responsibility for supervision of our executive and senior management.  His duties include developing strategic and tactical initiatives in consultation with our executive chairman and other members of our executive management.
 
Mr. Lorenzini is a director as well as our chief operating officer.  He is our principal officer with responsibility for the operations of our businesses.  His duties include developing strategic and tactical initiatives with our executive chairman and other members of our executive management, as well as implementing those initiatives.
 
The five remaining members of our board are independent as described below, and these independent members comprise the membership of our board’s audit committee, nominating/corporate governance committee, and compensation committee.
 
We believe that separation of the office of executive chairman (Mr. Novelly) and the office of our principal executive officer (Mr. Mikles) is the appropriate leadership structure for us.  We believe the division of duties is especially appropriate as legal and regulatory requirements applicable to our board and its committees continue to expand, and help provide the appropriate levels of communication between the board and executive management for board oversight of us and our management.
 
Role in Risk Oversight.
 
Our board as a whole is ultimately responsible for our risk management oversight.  Our board is assisted by its committees, including our audit committee and compensation committee, whose duties are described in more detail below.
 
The board’s oversight of our material risks is undertaken through, among other things, various reports and assessments that management presents to our board or to committees of our board, and the related board or committee discussions and decisions.  The committees of our board report to our board about their meetings.
 
Our executive chairman and chief executive officer and president address risk matters at regular and special board meetings.  In addition, other members of senior management regularly provide reports directly to our board.  Finally, our audit committee works closely with our independent public accountants in their review of risk and controls.
 
 
15

 
 
Corporate Governance/Director Independence.
 
Our board has adopted corporate governance guidelines which incorporate certain rules of the SEC and U.S. securities exchanges for use by our board when determining director independence.  These guidelines include the Company’s Corporate Governance Guidelines, Policy for Approving Transactions with Related Parties, and Insider Trading Policy, copies of which may be found on our website at http://ir.futurefuelcorporation.com/governance.cfm .  Our board also broadly considers all other relevant facts and circumstances that bear on the materiality of each director’s relationship with us, including the potential for conflicts of interest, when determining director independence.
 
The nominating/corporate governance committee of our board evaluates each incumbent director and all new director nominees based on applicable law, regulations, and rules and makes a recommendation to the full board as to the independence of directors and director nominees.  Our board has determined that, of the eight current members of the board, the following four directors have no disqualifying relationships with us or our subsidiaries and are, therefore, independent: Edwin A. Levy, Thomas R. Evans, Donald C. Bedell, and Paul M. Manheim.  Our board has also determined that Mr. Doré (assuming he is elected to our board) has no disqualifying relationships with us or our subsidiaries and is, therefore, independent.  In addition, in 2011 each of our board’s compensation, audit, and nominating/corporate governance committees was comprised of directors who were independent under such definitions.  The guidelines referenced above, as well as other corporate governance initiatives adopted by us, are also available to any shareholder free of charge upon request to our corporate secretary at our principal executive office set forth above.
 
Our independent directors meet in executive sessions (without our management) generally before or after meetings of the directors, and will meet more often as the need arises.  None of our non-management directors presides at all meetings of our non-management directors.  Rather, a chairman is chosen at the beginning of each meeting.
 
Any interested party (and not just our shareholders) may make their concerns known to our non-management directors through our website at http://ir.futurefuelcorporation.com/contactus.cfm .  In the “comment” section on this page, please indicate that the message is for our non-management directors, and the message will be provided to them.
 
Board Meetings and Committees; Annual Meeting Attendance.
 
Directors are expected to attend all meetings of our board, the annual meeting of our shareholders, and assigned committee meetings.  Our board held four meetings during 2011 in addition to five actions by unanimous consent in lieu of meetings.  All but one of our directors attended all four of these meetings and the other director attended three of the four meetings.  The 2011 annual meeting of our shareholders was held on July 15, 2011.  Three directors (Messrs. Novelly, Mikles, and Lorenzini) attended that annual shareholder meeting.
 
Our board established the following committees during 2011: audit committee, compensation committee, and nominating/corporate governance committee.  The 2011 members of each of these committees, a summary of the responsibilities and authority of each of the committees, and the number of meetings held by each committee in 2011, follow.
 
 
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Name of Committee and Members during 2011
Functions of the Committee
Number of Meetings in 2011
Audit:
 
January 1 – July 21, 2011
Thomas R. Evans (chairman)
Edwin A. Levy
Donald C. Bedell
 
July 22 – December 31, 2011
Thomas R. Evans (chairman)
Edwin A. Levy
Donald C. Bedell
Paul M. Manheim
-Appoints, compensates, and oversees the work of any public accounting firm employed by the Company;
-Resolves any disagreements between management and the auditor regarding financial reporting;
-Pre-approves all audit and non-audit services;
-Retains independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation;
-Seeks any information it requires from employees - all of whom are directed to cooperate with the committee’s requests;
-Meets with the Company’s officers, external auditors, or outside counsel, as necessary; and
-Oversees that management has established and maintains processes to assure compliance by the Company with all applicable laws, regulations, and corporate policies.
 
five
 
(all members attended each meeting during their term)
Compensation:
 
Donald C. Bedell (chairman)
Richard L. Knowlton
Edwin A. Levy
 
-In consultation with the Company’s management, establishes the Company’s general policies relating to compensation of the Company’s officers and directors and the directors and executive officers of the Company’s subsidiaries, and oversees the development and implementation of such compensation programs;
-Approves the annual and long-term performance goals for the Company’s incentive plans (including incentive plans for the Company’s subsidiaries);
-Annually reviews and approves corporate goals and objectives relevant to the compensation of the Company’s executive officers and annually evaluates such officers’ performance in light of those goals and objectives and sets such officers’ compensation levels based on this evaluation;
-As required under applicable securities laws and rules, reviews the Compensation Discussion and Analysis section (or CD&A) to be included in the Company’s annual proxy statement or other reports or filings with the SEC or other governmental authorities and stock exchanges, discusses the CD&A with the Company’s management, and recommends to the board that the CD&A be included in the Company’s annual report on Form 10-K, proxy statement on Schedule 14A, information statement on Schedule 14C, or any other filing with the SEC or other governmental authorities and stock exchanges;
-Reviews and makes recommendations to the board periodically with respect to the compensation of all non-employee directors, including any compensation under the Company’s equity-based plans; and
-Evaluates the committee’s performance and the adequacy of its charter on an annual basis and recommends any proposed changes to the board for approval.
 
three meetings and two unanimous consents
 
(all members attended each meeting during their term except Mr. Knowlton who attended two)
Nominating/Corporate Governance:
 
Edwin A. Levy (chairman)
Thomas R. Evans
Richard L. Knowlton
-Assists the board by identifying qualified candidates for director, and recommends to the board the director nominees for the next annual meeting of shareholders;
-Leads the board in its annual review of board performance;
-Recommends to the board director nominees for each board committee;
-Oversees the annual process of evaluation of the performance of the Company’s management; and
-Develops and recommends to the board corporate governance guidelines applicable to the Company.
 
two
 
(all members attended each meeting during their term)
 
 
17

 
 
Nominating/Corporate Governance Committee.
 
Our board has a nominating/corporate governance committee.  That committee has a charter, a copy of which may be found at our internet web site at http://ir.futurefuelcorporation.com/governance.cfm .  A copy may also be obtained free of charge by written request to our corporate secretary at our principal executive office set forth above.
 
Our nominating/corporate governance committee will consider director candidates recommended by our shareholders.  To facilitate such nominations, our board has adopted Procedures for Shareholders Submitting Nominating Recommendations, which is Appendix B to our nominating/corporate governance committee charter.  Those Procedures set forth the procedures for a shareholder to submit a director nominee recommendation, the timelines for receiving such nominations, and the information required on each director nominee.  Our board has also adopted a Policy on Shareholder Recommendation of Candidates for Election as Directors, which is Appendix C to our nominating/corporate governance committee charter.  This Policy sets forth the evaluation process adopted by our board.  Any shareholder desiring to submit a director nominee for consideration by the nominating committee of our board for the 2013 annual meeting of our shareholders must do so in accordance with our bylaws and policies described under “Shareholder Proposals for the Next Annual Meeting” beginning at page 1 above.  Director nominations should be submitted in writing to our corporate secretary, acting as agent for the nominating/corporate governance committee, at FutureFuel Corp., 8235 Forsyth Blvd., 4 th Floor, Clayton, Missouri 63105.  A copy of such Procedures and Policy is available free of charge to any shareholder and may be obtained from our corporate secretary at our principal executive office set forth above.
 
Once a director nominee has been recommended, whether by a shareholder or otherwise, the nominating committee reviews the background and qualifications of the nominee in accordance with the Policy Regarding Qualifications of Directors as adopted by our board, which Policy is Appendix A to our nominating/corporate governance committee charter.  A copy of such Policy is available free of charge to any shareholder and may be obtained from our corporate secretary at our principal executive office set forth above.  In selecting the slate of nominees to be recommended by the nominating/corporate governance committee to our board, and in an effort to maintain a proper mix of directors that results in a highly effective governing body, the nominating/corporate governance committee also considers such factors as the occupational, geographic, and age diversity of all director nominees; the particular skills and ability of each nominee to understand financial statements and finance matters generally; and the independence status of each nominee in accordance with our corporate governance guidelines, SEC rules, and other applicable laws and regulations.  Our nominating/corporate governance committee does not differentiate in its evaluation of nominees as directors depending upon whether a nominee is recommended by one of our shareholders.
 
The nominating/corporate governance committee reports its recommendations concerning each director nominee to our board.  Our board then considers the nominating/corporate governance committee’s recommendations and selects those director nominees to be submitted to the shareholders for approval at the next annual meeting of shareholders.  Our board may, as a part of its consideration, request the nominating/corporate governance committee to provide it with such information pertaining to a director nominee as our board deems appropriate to fully evaluate the qualifications of the nominee.
 
 
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The slate of nominees for directors for the 2012 annual meeting of our shareholders consists of Paul A. Novelly, Paul G. Lorenzini, and William J. Doré .  Messrs. Novelly and Lorenzini are standing for reelection.  Mr. Doré was recommended by our chairman, Mr. Novelly.
 
Audit Committee.
 
As noted above, our board has a standing audit committee.  The audit committee members during 2011 were: Thomas R. Evans (chairman), Edwin Levy, Donald C. Bedell, and Paul M. Manheim (commencing July 22, 2011).  All members of our audit committee are independent as determined in accordance with the listing standards applicable to us.
 
We have adopted an audit committee charter.  A copy of this audit committee charter may be accessed on our internet website at http://ir.futurefuelcorporation.com/governance.cfm .  A copy may also be obtained free of charge from us by written request to our corporate secretary at our principal executive office set forth above.
 
The primary duties and responsibilities of the audit committee are to monitor: (i) the integrity of our financial statements, including the financial reporting process and systems of internal controls regarding finance and accounting; (ii) our compliance with related legal and regulatory requirements; and (iii) the independence and performance of our external auditor.  The audit committee also selects our independent registered public accounting firm.  Management of the Company is responsible for designing and implementing the internal controls and the financial reporting process.  The independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and issuing a report thereon.  The audit committee’s responsibility is to monitor and oversee these processes.
 
In the performance of its oversight function, the audit committee has performed the duties required by its charter, and it has reviewed and discussed our consolidated financial statements for 2011 with management and the independent registered public accounting firm.  The audit committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards Number 61, Communication with Audit Committees , as amended, as adopted by the Public Company Accounting Oversight Board (or PCAOB) in Rule 3200T.
 
The audit committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of PCAOB regarding the independent registered public accounting firm’s communications with our audit committee concerning independence, and has discussed with the independent registered public accounting firm its independence.  The audit committee also has received confirmations from management and has considered whether the provision of any non-audit services by the independent registered public accounting firm to us is compatible with maintaining the independence of the auditors.
 
Based upon a review of the reports by, and discussions with, management and the independent registered public accounting firm and the audit committee’s review of the representations of management and the report of the independent registered public accounting firm, the audit committee recommended to our board to include the audited financial statements in our Form 10-K and Annual Report for the year ended December 31, 2011.
 
Thomas R. Evans, Edwin A. Levy, Donald C. Bedell, and Paul M. Manheim
 
Compensation Committee.
 
Our board has established a compensation committee.  The compensation committee has a charter which may be found at http://ir.futurefuelcorporation.com/governance.cfm at our internet web site.   In addition, a copy will be provided free of charge by written request to our corporate secretary at our principal executive office set forth above.  Our processes and procedures for the consideration and determination of executive and director compensation are described in “Compensation of Directors and Executive Officers” beginning at page 19 below.
 
 
19

 
 
Shareholder Communications.
 
Any shareholder who wishes to contact our board or any individual director serving on our board may do so by written communication mailed to: Board (Attention: Name of Director(s), if appropriate), Corporate Secretary, FutureFuel Corp., 8235 Forsyth Blvd., 4 th Floor, Clayton, Missouri 63105.  A shareholder may also contact our board through the Investors Relations – Contact Us page of our internet site, http://ir.futurefuelcorporation.com/contactus.cfm .  A shareholder choosing to contact us through our website must complete his or her name, email address, the subject he or she wishes to address, and any comments he or she wishes to make.  In addition, the number seen at the bottom of the page must also be completed.  This number requirement prevents automated submissions.
 
Any proper communication received will be processed by our corporate secretary as agent for our board.  A copy of the communication will be promptly forwarded to each member of our board or, if appropriate, to the member(s) of our board named in the communication.  The original shareholder communication will be maintained on file in our corporate secretary’s office and made readily available to any director who should wish to review it.
 
Compensation of Directors and Executive Officers.
 
General.
 
Our board of directors has established a compensation committee (formerly known as the remuneration committee).  Our compensation committee currently consists of Donald C. Bedell, Richard L. Knowlton, and Edwin A. Levy.  Each of these individuals is an “independent director” under the rules of the New York Stock Exchange, a “Non-Employee Director” within the meaning of section 16 of the Exchange Act, and an “outside director” within the meaning of §162(m) of the Internal Revenue Code of 1986, as amended.
 
The compensation committee’s responsibilities include, among other things, determining our policy on remuneration to our (that is, FutureFuel Corp.’s) officers and directors and the executive officers and directors of FutureFuel Chemical Company.  We paid each of our directors $25,000 for 2011.  We determined for 2011 not to pay salaries, bonuses, or other forms of cash compensation  to any of our executive officers (in their capacities as such) (other than our chief operating officer Paul Lorenzini and certain executive officers of FutureFuel Chemical Company as described below).  The compensation committee also approved the awarding of 120,000 stock options in the aggregate to our directors and certain of our executive officers in both 2011 and 2012.  The compensation committee also approved the payment, commencing in 2012, to our directors of $2,000 for each board and committee meeting attended in person and $1,000 for each board and committee meeting attended telephonically. Finally, the compensation committee approved the payment of $25,000 to our director, Mr. Knowlton, as director fees for 2012.  No other director compensation and no compensation for our executive officers (other than certain executive officers of FutureFuel Chemical Company) have been set at this time for the calendar year 2012.  Rather, our board believes it is more appropriate to set such compensation later in the year when 2012 results are capable of reasonable estimation.
 
In 2011, we paid salaries, bonuses, and other forms of compensation to our chief operating officer and to the officers of FutureFuel Chemical Company as described below.
 
Compensation Discussion and Analysis.
 
The elements of our compensation program include base salary, bonuses, and certain retirement, insurance, and other benefits generally available to all employees.  In addition, our board adopted an Omnibus Incentive Plan (or the Incentive Plan) which was approved by our shareholders at our 2007 annual meeting on June 26, 2007.  The Incentive Plan provides equity-based compensation to our executive officers and our directors.
 
Cash Salaries and Bonuses.
 
We determined not to pay cash salaries or bonuses to our executive officers Messrs. Novelly, Mikles, or Hommert for 2011.  Our executive chairman, Mr. Novelly, receives compensation from our affiliate, St. Albans Global Management, Limited Partnership, LLLP.  Our chief executive officer, Mr. Mikles, receives compensation from existing business enterprises and investments, none of which are affiliated with us.  Our executive vice president, secretary, and treasurer, Mr. Hommert, receives compensation from our affiliate, Apex Oil.  None of Messrs. Novelly, Mikles, or Hommert received any increase in their salary, bonus, or other income to compensate them for their services to us.  We decided to pay a bonus of $100,000 to our chief operating officer, Mr. Lorenzini, in December 2011, which we believe was fair compensation for the services rendered.  In addition, we reimbursed affiliates of Mr. Novelly and Mr. Mikles $100,000 each for expenses incurred by such affiliates in Mr. Novelly and Mr. Mikles performing services for us.  As to our other executive officers, we continued their base salaries paid for 2010 with a modest percentage increase for 2011, which approximated a cost-of-living increase.
 
 
20

 
 
For the year 2011, we established a bonus pool for the employees of our subsidiary, FutureFuel Chemical Company.  The total bonus target amount was determined at 10% of the estimated (as of the end of November 2011) after-tax earnings of FutureFuel Chemical Company for the year ended December 31, 2011, subject to certain adjustments.  We believe the 10% amount was reasonable and provides an incentive for such employees to continue implementing the business plan that we have installed at FutureFuel Chemical Company.  Eligible FutureFuel Chemical Company employees hired after January 1, 2011 received $250.  Eligible employees hired prior to January 1, 2011 received 114 hours of pay at their normal hourly rate.  Salaried employees of FutureFuel Chemical Company received an additional bonus amount ranging from $0 to $75,000, with the larger bonuses going to FutureFuel Chemical Company’s executive officers as determined by FutureFuel Chemical Company’s board of directors.  The bonuses were paid in cash on December 16, 2011.
 
We expect to establish an annual cash bonus program for fiscal years commencing after 2011 in an amount equal to 10% of after-tax earnings of FutureFuel Chemical Company, subject to certain adjustments, but solely on a discretionary basis.  In determining actual bonus payouts for such years, we expect that the compensation committee will consider performance against performance goals to be established by us, as well as individual performance goals.  We expect that this annual cash bonus program will apply to certain key employees of FutureFuel Chemical Company in addition to the executives whose compensation is described herein.  The actual amount of bonuses, if any, will be determined near the end of our fiscal year.
 
Omnibus Incentive Plan.
 
Our board of directors adopted the Incentive Plan, which was approved by our shareholders at our 2007 annual shareholder meeting on June 26, 2007.  The purpose of the Incentive Plan is to:
 
 
·
encourage ownership in us by key personnel whose long-term employment with or engagement by us or our subsidiaries (including FutureFuel Chemical Company) is considered essential to our continued progress and, thereby, encourage recipients to act in our shareholders’ interests and share in our success;
 
·
encourage such persons to remain in our employ or in the employ of our subsidiaries; and
 
·
provide incentives to persons who are not our employees to promote our success.
 
The Incentive Plan authorizes us to issue stock options (including incentive stock options and nonqualified stock options), stock awards, and stock appreciation rights.  To date, options for 930,500 shares of stock and awards of 39,800 shares of stock have been made.  We issued 120,000 stock options in 2011 and in 2012, but did not issue any stock awards or stock appreciation rights.  We will consider issuing additional stock options, stock awards, and/or stock appreciation rights pursuant to the criteria set forth below.
 
Eligible participants in the Incentive Plan include: (i) members of our board of directors and our executive officers; (ii) regular, active employees of us or of any of our subsidiaries; and (iii) persons engaged by us or by any of our subsidiaries to render services to us or our subsidiaries as an advisor or consultant.
 
Awards under the Incentive Plan are limited to shares of our common stock, which may be shares reacquired by us, including shares purchased in the open market, or authorized but un-issued shares.  Awards are limited to 10% of the issued and outstanding shares of our common stock in the aggregate, or 2,670,000 shares, as of the date of adoption of the Incentive Plan.  Taking into account the prior grants of stock options and stock awards, there are 1,699,700 shares remaining to be issued under the Incentive Plan.
 
The Incentive Plan is administered by our board’s compensation committee (or Administrator).  The Administrator may appoint agents to assist it in administering the Incentive Plan.  The Administrator may delegate to one or more individuals the day-to-day administration of the Incentive Plan and any of the functions assigned to the Administrator in the Incentive Plan.  Such delegation may be revoked at any time.  All decisions, determinations, and interpretations by the Administrator regarding the Incentive Plan and the terms and conditions of any award granted thereunder will be final and binding on all participants.
 
 
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The Administrator may grant a stock option or provide for the grant of a stock option either from time to time in the discretion of the Administrator or automatically upon the occurrence of events specified by the Administrator, including the achievement of performance goals or the satisfaction of an event or condition within the control of the participant or within the control of others.  Each option agreement must contain provisions regarding: (i) the number of shares of common stock that may be issued upon exercise of the option; (ii) the type of option; (iii) the exercise price of the shares and the means of payment for the shares; (iv) the term of the option; (v) such terms and conditions on the vesting or exercisability of the option as may be determined from time to time by the Administrator; (vi) restrictions on the transfer of the option and forfeiture provisions; and (vii) such further terms and conditions not inconsistent with the plan as may be determined from time to time by the Administrator.  Unless otherwise specifically determined by the Administrator or otherwise set forth in the Incentive Plan, the vesting of an option will occur only while the participant is employed or rendering services to us or one of our subsidiaries, and all vesting will cease upon a participant’s termination of employment for any reason.
 
The Administrator may grant annual performance vested options.  Performance will be tied to annual cash flow targets (our consolidated income plus depreciation plus amortization) in amounts to be determined.  Annual performance vested options will vest 25% for each year that the annual cash flow target is achieved (with provisions for subsequent year catch-ups).
 
The Administrator may grant cumulative performance vested options.  Performance will be tied to cumulative cash flow in amounts to be determined for periods to be determined.
 
The Administrator may issue other options based upon the following performance criteria either individually, alternatively, or in any combination, applied to either us as a whole or to a business unit, subsidiary, or business segment, either individually, alternatively, or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Administrator: (i) cash flow; (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average shareholders’ equity; (vii) total shareholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) overhead or other expense reduction; (xix) growth in shareholder value relative to the moving average of the S&P 500 Index or a peer group index; (xx) strategic plan development and implementation; and (xxi) any other similar criteria.
 
Such options will vest and expire (including on a pro rata basis) on such terms as may be determined by the Administrator from time to time consistent with the terms of the Incentive Plan.
 
The Administrator may award our common stock to participants.  The grant, issuance, retention, or vesting of each stock award may be subject to such performance criteria and level of achievement versus these criteria as the Administrator determines, which criteria may be based on financial performance, personal performance evaluations, or completion of service by the participant.  Unless otherwise provided for by the Administrator, upon the participant’s termination of employment other than due to death or retirement, the unvested portions of the stock award and the shares of our common stock subject thereto will generally be forfeited.  Unless otherwise provided for by the Administrator, if a participant’s termination of employment is due to death or retirement, all outstanding stock awards will continue to vest provided certain conditions to be determined are met.  Unless otherwise provided for by the Administrator, if a participant’s termination of employment is due to his death, a portion of each outstanding stock award granted to such participant will immediately vest and all forfeiture provisions and repurchase rights will lapse as to a prorated number of shares of common stock determined by dividing the number of whole months since the grant date by the number of whole months between the grant date and the date that the stock award would have fully vested.
 
The Administrator may grant stock appreciation rights either alone or in conjunction with other awards.  The Administrator will determine the number of shares of common stock to be subject to each award of stock appreciation rights.  The award of stock appreciation rights will not be exercisable for at least six months after the date of grant except as the Administrator may otherwise determine in the event of death, disability, retirement, or voluntary termination of employment of the participant.  Except as otherwise provided by the Administrator, the award of stock appreciation rights will not be exercisable unless the person exercising the award of stock appreciation rights has been at all times during the period beginning with the date of the grant thereof and ending on the date of such exercise, employed by or otherwise performing services for us or one of our subsidiaries.
 
 
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In the event there is a change in control of the Company, as determined by our board, our board may, in its discretion: (i) provide for the assumption or substitution of, or adjustment to, each outstanding award; (ii) accelerate the vesting of awards and terminate any restrictions on cash awards or stock awards; and (iii) provide for the cancellation of awards for a cash payment to the participant.
 
Recommendations from Management
 
Our chairman and chief executive officer make recommendations to the compensation committee as to salaries and bonuses for executive officers, as well as awards under the Incentive Plan.  The compensation committee takes these recommendations into consideration in approving all such salaries, bonuses, and awards.
 
Retirement Benefits
 
We adopted a 401(k) plan for FutureFuel Chemical Company which is generally available to all of its employees.
 
Life Insurance and Other Employee Benefits
 
Our executive officers who are not officers of FutureFuel Corp. participate in employee welfare plans (life insurance, medical insurance, disability insurance, vacation pay, and the like) maintained by FutureFuel Chemical Company for all of its employees.  We do not provide life insurance or other employee benefits for our executive officers who have been elected to officer positions with both FutureFuel Corp. and FutureFuel Chemical Company.
 
 
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Summary Compensation Table.
 
Our executive officers were paid the following compensation for the three-year period ended December 31, 2011.
 
Summary Compensation Table
 
Person
Year
Salary
Bonus
Stock Awards
Option Awards (d)
All Other
Compensa-tion (b)
Total
Paul A. Novelly (c)
Executive chairman
FutureFuel Corp.
2011
2010
2009
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$    41,900
$             0
$  171,050
$       25,000
$       25,000
$       25,000
$    66,900
$    25,000
$  196,050
Lee E. Mikles (c)
Chief executive officer
FutureFuel Corp.
2011
2010
2009
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$    41,900
$             0
$  171,050
$       25,000
$       25,000
$       25,000
$    66,900
$    25,000
$  196,050
Paul G. Lorenzini (c)
Chief operating officer
FutureFuel Corp.
2011
2010
2009
$             0
$             0
$             0
$  100,000
$  100,000
$             0
$             0
$             0
$             0
$    41,900
$             0
$  171,050
$       25,000
$       25,000
$       25,000
$  166,900
$  125,000
$  196,050
Douglas D. Hommert (c)
Executive vice president, secretary and treasurer, FutureFuel Corp.
2011
2010
2009
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$             0
$                0
$                0
$                0
$             0
$             0
$             0
Samuel Dortch (a)
Executive vice president and general manager, FutureFuel Chemical Company
2011
2010
2009
$  197,304
$  178,593
$  169,998
$    75,000
$    48,995
$    46,865
$             0
$             0
$             0
$    41,900
$             0
$    33,000
$       19,499
$       15,882
$       14,955
$  333,703
$  243,470
$  264,818
David Baker (a)
Senior vice president - operations support, FutureFuel Chemical Company
2011
2010
2009
$  186,991
$  174,902
$  169,998
$    52,000
$    48,418
$    46,865
$             0
$             0
$             0
$    41,900
$             0
$    33,000
$       19,014
$       15,590
$       14,045
$  299,905
$  238,910
$  263,908
Gary Hess (a)(e)
Senior vice president - commercial operations, FutureFuel Chemical Company
2011
2010
2009
$  194,231
$  174,902
$  169,999
$             0
$    48,418
$    46,865
$             0
$             0
$             0
$             0
$             0
$    33,000
$       14,399
$       15,245
$       15,443
$  208,630
$  238,566
$  265,307
Christopher Schmitt (a)(f)
Chief financial officer and treasurer, FutureFuel Chemical Company
2011
$  132,115
$    65,000
$             0
$    41,900
$       13,429
$  252,444
__________
 
(a)
Executive officers of FutureFuel Chemical Company for the years indicated.
 
(b)
For Messrs. Novelly, Mikles, and Lorenzini, includes $25,000 in directors fees for 2011, 2010, and 2009 as described below.  For executive officers of FutureFuel Chemical Company, includes our contributions (including accrued contributions) to vested and unvested defined contribution plans, HSA matching contributions, and the dollar value of any insurance premiums paid by, or on behalf of, us during or for the covered fiscal year with respect to life and disability insurance for the benefit of the named person.  The above amounts do not include travel expenses reimbursed pursuant to Company policy.
 
(c)
Our executive officers for the years indicated.  We reimbursed an affiliate of Mr. Mikles $100,000 in 2011 and 2010 for expenses incurred by such affiliate in 2011 and 2010 in connection with Mr. Mikles performing services for us and FutureFuel Chemical Company in 2011 and 2010.  We reimbursed an affiliate of Mr. Novelly $100,000 in 2011 and 2010 for expenses incurred by such affiliate in 2011 and 2010 in connection with Mr. Novelly performing services for us and FutureFuel Chemical Company in 2011 and 2010.
 
 
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(d)
Represents the grant date valuation of the awards under FASB ASC Topic 718.  Assumptions used for determining the value of option awards reported here are set forth in Note 14 to our consolidated financial statements included elsewhere herein.
 
(e)
Mr. Hess resigned as FutureFuel Chemical Company’s senior vice president - commercial operations effective October 28, 2011.
 
(f)
Mr. Schmitt became FutureFuel Chemical Company’s chief financial officer and treasurer on February 4, 2011.
 
None of the above-named persons is a party to an employment agreement or employment arrangement with us or with FutureFuel Chemical Company.
 
Grants of Plan-Based Awards.
 
We adopted the Incentive Plan but did not make any awards thereunder until 2008.  In April 2008, we granted a total of 55,000 stock options to selected members of our management.  An additional 5,000 management options were issued in September 2008.  The options awarded in April 2008 had an exercise price equal to the average of the bid and ask price of our common stock on the date of grant as established in private sales, which our board of directors determined to be the fair market value of such stock on that date.  The management options awarded in September 2008 had an exercise price equal to the closing price of our common stock on the date of grant as quoted on the OTC Bulletin Board.  Originally, one-third of the management options granted in April 2008 vested on each of the annual anniversary dates of the grant.  Our compensation committee determined that it was in our best interests if those options were to vest immediately.  Accordingly, those management options were amended in September 2008 to provide for immediate vesting.  The management options issued in September 2008 vested immediately upon grant.  The management options awarded in April 2008 expire on April 7, 2013.  The management options awarded in September 2008 expire on September 30, 2013.  On December 3, 2008, we awarded an aggregate of 39,800 shares of our common stock to employees of FutureFuel Chemical Company.  These shares vested upon grant.
 
In 2009, we awarded 280,500 stock options to our directors, executive officers, and certain other members of our management.  These options vested upon grant, had an exercise price equal to the closing price of our common stock on the date of grant as quoted on the OTC Bulletin Board, and expire on December 21, 2014 if not exercised by that date.
 
We did not make any awards under the Incentive Plan in 2010.
 
In 2011, we awarded 120,000 stock options to our directors, executive officers, and certain other members of our management.  These options vested upon grant, had an exercise price equal to the average price of our common stock on the date of grant as quoted by the NYSE, and expire on April 29, 2016 if not exercised by that date.
 
In 2012, we awarded 120,000 stock options to our directors, executive officers, and certain other members of our management.  These options vested upon grant, had an exercise price equal to the average price of our common stock on the date of grant as quoted by the NYSE, and expire on April 10, 2017 if not exercised by that date.
 
The following tables set forth certain information regarding the awards to our executive officers and certain officers of FutureFuel Chemical Company of options and shares of our common stock under the Incentive Plan through December 31, 2011 (and does not include the stock options awarded in 2012).
 
 
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Grants of Plan-Based Awards
 
    Estimated Future Payout Under Equity Incentive Plan Awards        
Name
Grant Date
Threshold (#)
Target (#)
Maximum (#)
All Other Option Awards: Number of Shares of Stock or Units (#)
All Other Option Awards: Number of Securities Underlying Options(#)
Exercise or Base Price of Option Awards ($/Sh)
Grant Date Fair Value of Stock and Option Awards
Paul A. Novelly
Executive chairman
FutureFuel Corp.
04/07/08
12/10/08
12/21/09
04/29/11
100,000
100,000
55,000
10,000
100,000
100,000
55,000
10,000
100,000
100,000
55,000
10,000
0
0
$4.00
$5.65
$7.00
$12.74
$4.00
$5.65
$7.00
$12.74
Lee E. Mikles
Chief executive officer
FutureFuel Corp.
04/07/08
12/21/09
04/29/11
10,000
55,000
10,000
10,000
55,000
10,000
10,000
55,000
10,000
0
0
$4.00
$7.00
$12.74
$4.00
$7.00
$12.74
Paul G. Lorenzini
Chief operating officer
FutureFuel Corp.
04/07/08
12/21/09
04/29/11
100,000
55,000
10,000
100,000
55,000
10,000
100,000
55,000
10,000
0
0
$4.00
$7.00
$12.74
$4.00
$7.00
$12.74
Douglas D. Hommert
Executive vice president, secretary and treasurer, and principal financial officer, FutureFuel Corp.
n/a
n/a
n/a
n/a
0
0
n/a
n/a
Christopher Schmitt
Chief financial officer and treasurer, FutureFuel Chemical Company
04/29/11
10,000
10,000
10,000
0
0
$12.74
$12.74
David Baker
Senior vice president - operations support, FutureFuel Chemical Company
04/07/08
12/03/08
12/21/09
04/29/11
10,000
100
10,611
10,000
10,000
100
10,611
10,000
10,000
100
10,611
10,000
0
0
$4.00
n/a
$7.00
$12.74
$4.00
$5.65
$7.00
$12.74
Gary Hess (a)
Senior vice president - sales and marketing, FutureFuel Chemical Company
04/07/08
12/03/08
12/21/09
10,000
100
10,611
10,000
100
10,611
10,000
100
10,611
0
0
$4.00
n/a
$7.00
$4.00
$5.65
$7.00
Samuel Dortch
Executive vice president and general manager, FutureFuel Chemical Company
04/07/08
12/03/08
12/21/09
04/29/11
10,000
100
10,611
10,000
10,000
100
10,611
10,000
10,000
100
10,611
10,000
0
0
$4.00
n/a
$7.00
$12.74
$4.00
$5.65
$7.00
$12.74
__________
 
(a)
Effective October 28, 2011, Mr. Hess resigned as the senior vice president - commercial operations of FutureFuel Chemical Company.  As of that date, 10,611 options had been issued to him but were unexercised.  We agreed that Mr. Hess had until December 31, 2012 in which to exercise those unexercised options.  Mr. Hess exercised his options on February 8, 2012.
 
 
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Outstanding Equity Awards at Fiscal Year End.
 
The following table sets forth information concerning unexercised options, stock that has not vested, and equity incentive plan awards as of December 31, 2011 with respect to our executive officers.
 
 
Option Awards
Stock Awards
Name
Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Unexercised Unearned Options (#)
Option Exercise Price ($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested (#)
Market Value of Shares or Units of Stock That Have Not Vested ($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Paul A. Novelly
100,000
55,000
10,000
0
0
$5.65
$7.00
$12.74
12/10/13
12/21/14
4/29/16
n/a
n/a
n/a
n/a
Lee E. Mikles
55,000
10,000
0
0
$7.00
$12.74
12/21/14
4/29/16
n/a
n/a
n/a
n/a
Paul G. Lorenzini
55,000
10,000
0
0
$7.00
$12.74
12/21/14
4/29/16
n/a
n/a
n/a
n/a
Douglas D. Hommert
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Christopher Schmitt
10,000
0
0
$12.74
4/29/16
0
0
0
0
David Baker
10,000
10,611
10,000
0
0
$4.00
$7.00
$12.74
04/07/13
12/21/14
4/29/16
0
0
0
0
Gary Hess(a)
10,611
0
0
$7.00
12/21/14
0
0
0
0
Sam Dortch
10,000
10,611
10,000
0
0
$4.00
$7.00
$12.74
04/07/13
12/21/14
4/29/16
0
0
0
0
__________
 
(a)
Effective October 28, 2011, Mr. Hess resigned as the senior vice president - commercial operations of FutureFuel Chemical Company.  As of that date, 10,611 options had been issued to him but were unexercised.  We agreed that Mr. Hess had until December 31, 2012 in which to exercise those unexercised options.  Mr. Hess exercised his options on February 8, 2012.
 
Option Exercises and Stock Vested.
 
None of our executive officers exercised options in 2011 or were the recipient of stock awards which vested in 2011.
 
Compensation of Directors.
 
Consistent with prior years, we paid each of our directors $25,000 for the year 2011 as we believed this was fair for services provided.  In addition, we awarded 80,000 stock options to our directors.  These options vested upon grant, had an exercise price equal to the average price of our common stock on the date of grant as quoted by the NYSE, and expire on April 29, 2016 if not exercised by that date.  Our compensation committee also approved the payment, commencing in 2012, to our directors of $2,000 for each board and committee meeting attended in person and $1,000 for each board and committee meeting attended telephonically.  In addition, we awarded 80,000 stock options to our directors in 2012.  These options vested upon grant, had an exercise price equal to the average price of our common stock on the date of grant as quoted by the NYSE, and expire on April 10, 2017 if not exercised by that date.  No other director compensation has been set at this time for the calendar year 2012, except that our compensation committee approved the payment of $25,000 as director fees to Mr. Knowlton.
 
 
27

 
 
The following is the compensation our directors earned for 2011.
 
Director
Fees Earned or Paid in Cash
Stock Awards
Option Awards
Non-Equity Incentive Plan Compensa-tion
Change in Pension Value and Non-Qualified Deferred Compensa-tion Earnings
All Other
Compensa-tion
Total
Paul A. Novelly(b)
$      25,000
$               0
$      41,900
$               0
$               0
$               0
$      66,900
Lee E. Mikles(b)
$      25,000
$               0
$      41,900
$               0
$               0
$               0
$      66,900
Edwin A. Levy
$      25,000
$               0
$      41,900
$               0
$               0
$               0
$      66,900
Thomas R. Evans
$      25,000
$               0
$      41,900
$               0
$               0
$               0
$      66,900
Richard L. Knowlton (c)
$      25,000
$               0
$      41,900
$               0
$               0
$               0
$      66,900
Paul G. Lorenzini(a)
$      25,000
$               0
$      41,900
$               0
$               0
$               0
$      66,900
Donald C. Bedell
$      25,000
$               0
$      41,900
$               0
$               0
$               0
$      66,900
Paul Manheim
$      25,000
$               0
$      41,900
$               0
$               0
$               0
$      66,900
__________
 
(a)
Mr. Lorenzini also received compensation as an executive officer, which compensation is included in the discussion above regarding our executive officers.
 
(b)
Affiliates of Messrs. Novelly and Mikles were reimbursed $100,000 each for expenses incurred by them in Messrs. Novelly and Mikles providing services to us.  See the discussion above.
 
(c)
Mr. Knowlton is not standing for reelection.
 
The following table sets forth information concerning unexercised options, stock that has not vested, and equity incentive plan awards as of December 31, 2011 with respect to our directors.
 
 
Option Awards
Stock Awards
Name
Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (3) Unexercisable
Equity Incentive Plan Awards: Number of Securities Unexercised Unearned Options (#)
Option Exercise Price ($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested (#)
Market Value of Shares or Units of Stock That Have Not Vested ($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Paul A. Novelly(a)
100,000
55,000
10,000
0
0
$5.65
$7.00
$12.74
12/10/13
12/21/14
4/29/16
n/a
n/a
n/a
n/a
Lee E. Mikles(a)
55,000
10,000
0
0
$7.00
$12.74
12/21/14
4/29/16
n/a
n/a
n/a
n/a
Paul G. Lorenzini(a)
55,000
10,000
0
0
$7.00
$12.74
12/21/14
4/29/16
n/a
n/a
n/a
n/a
Donald C. Bedell
10,000
0
0
$12.74
4/29/16
0
0
0
0
Thomas R. Evans
10,000
5,000
10,000
0
0
$4.00
$7.00
$12.74
4/7/13
12/21/14
4/29/16
0
0
0
0
Richard L. Knowlton
5,000
10,000
0
0
$7.00
$12.74
12/21/14
4/29/16
0
0
0
0
Edwin A. Levy
10,000
0
0
$12.74
4/29/16
0
0
0
0
Paul Manheim
10,000
0
0
$12.74
4/29/16
0
0
0
0
__________
 
(a)
These options are also included in the table set forth above regarding our executive officers.
 
None of our directors were recipients of stock awards which vested in 2011.
 
 
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The following options were exercised by directors during 2011.
 
Name
 
Number of Shares Acquired on Exercise
   
Value Realized on Exercise
 
Donald C. Bedell
    5,000     $ 13,869  
 
Compensation Committee Interlocks and Insider Participation.
 
The members of our compensation committee during 2011 were Donald C. Bedell, Richard L. Knowlton, and Edwin A. Levy and the committee was chaired by Mr. Bedell.  None of such individuals are or have been an officer or employee of the Company, nor did we enter into any transactions with such individuals during 2011 (other than the payment of directors fees and the awarding of stock options solely in their capacity as directors).
 
Mr. Novelly, our executive chairman of the board, and Mr. Mikles, our chief executive officer and one of our directors, are both directors of Boss Holdings, Inc.  Mr. Novelly is a member of Boss Holdings, Inc.’s compensation committee and Mr. Mikles is a member of its audit committee.  Mr. Novelly, Mr. Levy (one of our directors and a member of our compensation committee), Mr. Bedell (one of our directors and a member of our compensation committee), and Mr. Manheim (one of our directors and a member of our audit committee) are directors of World Point Terminals, Inc.; World Point Terminals, Inc. does not have a separate compensation committee.
 
Compensation Committee Report.
 
The compensation committee of our board has reviewed and discussed the Compensation Discussion and Analysis set forth above with our management.  Based on this review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
 
Donald C. Bedell, Richard L. Knowlton, and Edwin A. Levy
 
Independent Public Accountants.
 
The following table shows the aggregate fees billed to us by RubinBrown LLP for professional services attributable to 2011 and 2010.
 
   
2011
      2010  
Audit Fees
  $ 250,000     $ 288,000  
Audit-Related Fees
    30,550       14,150  
Tax Fees
    17,500       19,500  
All Other Fees
    -       -  
Total
  $ 298,050     $ 321,650  
 
Audit fees include professional services rendered by RubinBrown LLP to us for the audit of our annual financial statements and review of financial statements included in our Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for 2010 and 2011. Audit related fees include assurance and related services provided by RubinBrown LLP to us that are reasonably related to the performance of the audit or review of our financial statements and are not included in audit fees. Tax fees include professional services rendered by RubinBrown LLP for tax compliance, tax advice, and tax planning. These services include a review and preparation of our federal income tax return and several state income tax returns. All other fees include any services provided by RubinBrown LLP to us that are not otherwise included in the other three categories. RubinBrown LLP did not provide any other services to us in 2011.
 
Our audit committee’s charter provides for approval of audit and audit-related services.  The audit committee of our board engages the independent public accountants and defines the scope of their services on an annual basis.  Any proposed changes to the services established by the audit committee through the engagement process is reviewed with the audit committee in advance of the services being rendered to ensure that the accounting firm’s independence is maintained.  All audit related services, tax services, and other services for 2011 were approved by our audit committee through the engagement process.
 
 
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Our audit committee is also required to consider the independence of RubinBrown LLP when engaging the firm to perform audit-related and other services.  It was determined by our audit committee that audit-related and other services provided and the fees paid for those services for 2011 were compatible with maintaining the independence of RubinBrown LLP.
 
Financial Information - Annual Report.
 
Our Annual Report for the year ended December 31, 2011 is included herewith.  We will provide without charge additional copies of our Annual Report upon written request.  Requests and related inquiries should be directed to Corporate Secretary, FutureFuel Corp., 8235 Forsyth Blvd., 4 th Floor, Clayton, Missouri 63105.
 
Other Proposed Actions.
 
Our board knows of no other matter to come before the 2012 annual meeting of our shareholders.  However, if any other matter requiring a vote of the shareholders arises, it is the intention of the persons named in the accompanying shareholder proxy to vote such proxy in accordance with their best judgment.
 
Voting Procedures.
 
Required Vote.
 
In accordance with Delaware law and our bylaws, our directors will be elected at the 2012 annual meeting of our shareholders by a plurality of the votes cast by shareholders.  “Plurality” means that the nominees receiving the largest number of votes cast are elected as directors up to the maximum number of directors to be elected at the meeting.  Any other matter on which shareholders vote at the 2012 annual meeting, including ratification of the appointment of RubinBrown LLP as our independent auditor for the year ending December 31, 2012, will be determined by the affirmative vote of a majority of the votes cast.
 
Quorum.
 
The presence, in person or by proxy, of shareholders owning shares of our common stock representing a majority of the votes entitled to be cast by shareholders at the 2012 annual meeting will constitute a quorum for the transaction of business at the annual meeting for which shareholders have the right to vote.  Shareholders who deliver valid proxies or vote in person at the annual meeting will be considered part of the respective quorums.  Once a share is represented for any purpose at the annual meeting, it is deemed present for quorum purposes for the remainder of the annual meeting and for any adjourned meeting.  We will count abstentions as present and entitled to vote for purposes of determining the applicable quorum.
 
Proxies and Voting.
 
Shares of our common stock represented by properly executed proxies will, unless the proxies have been properly revoked, be voted in accordance with the instructions indicated on the proxies or, if no instructions are indicated, will be voted FOR the: (i) election of Paul A. Novelly, Paul G. Lorenzini, and William J. Doré as Class C directors of the Company; and (ii) approval of the appointment of RubinBrown LLP as our independent auditor for 2012.  You can vote for approval of a particular proposal by marking the shareholder proxy card enclosed herewith with an “X” in the box under “FOR” for such proposal.  If you do not wish to vote “FOR” the election of Paul A. Novelly and/or Paul G. Lorenzini and/or William J. Doré, you can mark the shareholder proxy card with an “X” in the box under “WITHHOLD” for Item 1 on the card next to their respective names, and you can vote against approval of any of the other proposals by marking the shareholder proxy card with an “X” in the box under “AGAINST” for such proposal.  Abstentions (other than with respect to the election of directors) may be specified with respect to any of the resolutions by properly marking with an “X” in the box under “ABSTAIN” on the shareholder proxy card, and will be counted as present for the purpose of determining the existence of a shareholder quorum.
 
 
30

 
 
If you own shares in “street name” in an account at a bank or brokerage firm, we generally cannot mail our proxy materials directly to you.  You may instead receive a voting instruction form with this Proxy Statement that you should use to instruct how your shares are to be voted, and you should also vote your shares by completing, signing, and returning the voting instruction form in the envelope provided.  Many brokerage firms have arranged for internet or telephonic voting of shares and provide instructions for using those services on the voting instruction form.  If your shares are held by a brokerage firm, the brokerage firm may under certain circumstances vote your shares.  Such entities may have authority to vote their customers’ shares on certain routine matters, including the ratification of auditors.  When a firm votes its customers’ shares on routine matters, those shares are also counted for the purpose of establishing a quorum to conduct business at the meeting.  A brokerage firm cannot vote its customers’ shares on non-routine matters without instructions from the customers.  Accordingly, those shares are not counted as votes against a non-routine matter, but rather are not counted at all for such a matter.  Proposal 1 (election of directors) is not considered a routine matter under the NASDAQ Stock Market and New York Stock Exchange rules, so brokers do not have discretionary authority to vote shares held in street name on that item.  If you hold your shares in street name and wish for your shares to be voted on this matter, you must provide your broker with voting instructions.
 
You may also attend the 2012 annual meeting of our shareholders and vote your shares.  We encourage you to vote your shares by proxy even if you plan to attend the annual meeting.  If you do attend the annual meeting, you will be asked to present valid photo identification, such as a driver’s license or passport.  If you hold your stock in an account at a brokerage firm or bank (in nominee name), you will need to bring a copy of an account statement reflecting such ownership on or after the June 22, 2012 record date for the meeting.
 
Delivery of Documents to Security Holders Sharing an Address.
 
Our Annual Report, Proxy Statement, and Notice of Internet Availability of Proxy Materials is being delivered to each shareholder of record, even if two or more shareholders of record share an address.  Shareholders sharing an address can request delivery of a single copy of our Annual Reports, Proxy Statements, and Notices of Internet Availability of Proxy Materials by requesting the same to our corporate secretary at 8235 Forsyth Blvd., 4 th Floor, Clayton, Missouri 63105.
 
Shareholder Approval of Executive Compensation.
 
On July 15, 2011, we held our annual shareholder meeting for 2011, at which a quorum of our shareholders was present either in person or by proxy.  The matters submitted to a vote of our shareholders at such meeting included:
 
 
(1)
an advisory vote on the compensation of our named executive officers; and
 
 
(2)
an advisory vote on the frequency of an advisory vote on the compensation of our named executive officers.
 
Those matters were approved at the 2011 annual meeting.  In light of this advisory vote on the frequency of an advisory vote on the compensation of our named executive officers, pursuant to section 14A of the Exchange Act, we will include a shareholder vote on the compensation of our named executive officers in our proxy materials for our annual shareholder meeting every three years, the next such vote to be held during our 2014 annual shareholder meeting.  Such votes are non-binding.
 
    By Order of the Board of Directors  
     
    Secretary  
       
July 5, 2012
 
 
 
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