SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Check the appropriate box:

[ ]        Preliminary Information Statement

[ ]        Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

[X]       Definitive Information Statement

HST Global, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X]       None required

[ ]       Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1.Title of each class of securities to which transaction applies: 

2.Aggregate number of securities to which transaction applies: 

3.Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth amount on which filing fee is calculated and state how it was determined): 

4.Proposed maximum aggregate value of transaction: 

5.Total fee paid: 

 

[ ]        Fee paid previously with preliminary materials.

[ ]        Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of the filing.

1.Amount previously paid: 

2.Form, Schedule or Registration Statement No.: 

3.Filing Party: 

4.Date Filed: 

 

 

HST Global, Inc.

415 Scotland Street

Williamsburg, VA 23184


1


 

INFORMATION STATEMENT

 

Introduction

 

This information statement is being mailed or otherwise furnished to stockholders of HST Global, Inc., a Nevada corporation (the "Company" or "We") in connection with the prior receipt by the Board of Directors of approval by written consent of the holders of a majority of our common stock of proposals to elect Mike Field and Jason Murphy to our board of directors.

 

This information statement is being first sent to stockholders on or about May 3, 2024.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

 

Vote Required

The proposed action requires the approval of a majority of the outstanding shares of common stock. Each holder of common stock is entitled to one (1) vote for each share held for each director. The record date for the purpose of determining the number of shares outstanding, and for determining stockholders entitled to vote, is the close of business on April 24, 2024 (the "Record Date"). As of the record date, we had 5,248,582 shares of common stock issued and outstanding. Holders of the shares of common stock have no preemptive rights. All outstanding shares are fully paid and non-assessable. The transfer agent for the common stock is Transfer Online, Inc., Transfer Online, Inc., 512 SE Salmon St., Portland, OR 97214 (the "Transfer Agent"). The Transfer Agent's telephone number is (503) 227-2950.

On April 24, 20224, shareholders holding a majority of the outstanding shares of our common stock executed a written consent approving the election of Mike Field and Jason Murphy to our board of directors.

 

Meeting Not Required

Nevada Revised Statutes 78.320(2) provides that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by the stockholders holding at least a majority of the voting power.

 

Furnishing Information

This information statement is being furnished to all holders of our common stock. The Form 10-K for the year ending December 31, 2023 and all subsequent filings may be viewed on the Securities and Exchange Commission web site at www.sec.gov in the EDGAR Archives and are incorporated herein by reference. We are presently current in the filing of all reports required to be filed with the Securities and Exchange Commission.

 

Dissenters Rights of Appraisal

There are no dissenter's rights of appraisal applicable this action to amend the articles of incorporation and create a class of preferred stock.

Proposals by Security holders

No security holders entitled to vote has transmitted any proposals to be acted upon by you.


2


 

Vote Obtained

On April 24, 2024, shareholders holding an aggregate of 3,269,476 shares executed a written consent approving the election of Mike Field and Jason Murphy to our board of directors.

 

PROPOSAL NO. 1

NOMINEES

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has audit, nominating and compensation committees.

PROPOSAL NO. 1

NOMINEES

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has audit, nominating and compensation committees.

 

The table below reflects the Company's directors. There is no agreement or understanding between the Company and each current or proposed director pursuant to which he was selected as an officer or director. The address for each such officer and director is [company address].

 

Name

 

Positions and Offices

 

 

 

Mike Field

 

President, Acting CFO and Director

Jason Murphy

 

Vice President, Secretary and Director

 

Mike Field, President, Acting CFO and Director

Mike Field has been President of HP Auto Fund LLC since 2009. He was previously President of companies such as Field Buick Pontiac GMC, Field Mitsubishi, Field Hyundai Suzuki, Koons Buick Pontiac GM, Koons of Alexandria, Koons Auto Outlets, and Vice President of J. Koons Pontiac GMC. He graduated from the College of William and Mary in 1990. 

Jason Murphy, Vice President, Secretary and Director

Jason Murphy is President of Murphy Management Holdings LLC, a Virginia company controlling strategic commercial real estate assets in the Mid-Atlantic. He was President of Norfolk Marine Company for 16 years before completing the sale of the business to OneWater Marine Inc. (NASDAQ: ONEW) in 2021. He was a member of the Marine Retailers Association of the Americas (MRAA) Board of Directors for 6 years. Jason ventured into media production in 2023, founding Murphy Media Productions LLC to invest in and manage select projects. He received his B.B.A. from James Madison University in 2000.Committees of the Board of Directors 

 

Our board of directors will establish an audit committee, a compensation committee and a nominating and governance committee. Each of these committees will operate under a charter that will be approved by our board of directors prior to this offering.

 

Audit Committee. We intend to eventually engage independent directors who will subsequently be on this committee. The audit committee consists exclusively of directors who are financially literate. In addition, we will appoint an “audit committee financial expert” as defined by the SEC’s rules and regulations.


3


 

The audit committee responsibilities include:

 

 

·

overseeing the compensation and work of and performance by our independent auditor and any other registered public accounting firm performing audit, review or attestation services for us;

 

 

·

engaging, retaining and terminating our independent auditor and determining the terms thereof;

 

 

·

assessing the qualifications, performance and independence of the independent auditor;

 

 

·

evaluating whether the provision of permitted non-audit services is compatible with maintaining the auditor’s independence;

 

 

·

reviewing and discussing the audit results, including any comments and recommendations of the independent auditor and the responses of management to such recommendations;

 

 

·

reviewing and discussing the annual and quarterly financial statements with management and the independent auditor;

 

 

·

producing a committee report for inclusion in applicable SEC filings;

 

 

·

reviewing the adequacy and effectiveness of internal controls and procedures;

 

 

·

establishing procedures regarding the receipt, retention and treatment of complaints received regarding the accounting, internal accounting controls, or auditing matters and conducting or authorizing investigations into any matters within the scope of the responsibility of the audit committee; and

 

 

·

reviewing transactions with related persons for potential conflict of interest situations.

 

Compensation Committee. Our compensation committee consists of all of our directors. The committee has primary responsibility for:

 

 

·

reviewing and recommending all elements and amounts of compensation for each executive officer, including any performance goals applicable to those executive officers;

 

 

·

reviewing and recommending for approval the adoption, any amendment and termination of all cash and equity-based incentive compensation plans;

 

 

·

once required by applicable law, causing to be prepared a committee report for inclusion in applicable SEC filings;

 

 

·

approving any employment agreements, severance agreements or change of control agreements that are entered into with the CEO and certain executive officers; and

 

 

·

reviewing and recommending the level and form of non-employee director compensation and benefits.

 

Nominating and Governance Committee. The Nominating and Governance Committee consists of all of our directors. The Nominating and Governance Committee’s responsibilities include:

 

 

·

recommending persons for election as directors by the stockholders;

 


4


 

·

recommending persons for appointment as directors to the extent necessary to fill any vacancies or newly created directorships;

 

 

·

reviewing annually the skills and characteristics required of directors and each incumbent director’s continued service on the board;

 

 

·

reviewing any stockholder proposals and nominations for directors;

 

 

·

advising the board of directors on the appropriate structure and operations of the board and its committees;

 

 

·

reviewing and recommending standing board committee assignments;

 

 

·

developing and recommending to the board Corporate Governance Guidelines, a Code of Business Conduct and Ethics and other corporate governance policies and programs and reviewing such guidelines, code and any other policies and programs at least annually;

 

 

·

making recommendations to the board as to determinations of director independence; and

 

 

·

making recommendations to the board regarding corporate governance based upon developments, trends, and best practices.

 

The Nominating and Governance Committee will consider stockholder recommendations for candidates for the board of directors.

 

Our bylaws provide that, in order for a stockholder’s nomination of a candidate for the board to be properly brought before an annual meeting of the stockholders, the stockholder’s nomination must be delivered to the Secretary of the Company no later than 120 days prior to the one-year anniversary date of the prior year’s annual meeting.

 

Code of Business Conduct and Ethics

 

We intend to adopt a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Following this offering, a copy of the code will be made available on the Corporate Governance section of our website. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K filed with the SEC.

 

Involvement in Certain Legal Proceedings

 

No director, executive officer, promoter or control person of Allied has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

 

Indemnification and Limitation on Liability of Directors

 

The Nevada Revised Statutes allows indemnification of directors, officers, employees and agents of a company against liabilities incurred in any proceeding in which an individual is made a party because he or she was a director, officer, employee or agent of the company if such person conducted himself in good faith and reasonably


5


believed his actions were in, or not opposed to, the best interests of the company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A person must be found to be entitled to indemnification under this statutory standard by procedures designed to assure that disinterested members of the board of directors have approved indemnification or that, absent the ability to obtain sufficient numbers of disinterested directors, independent counsel or shareholders have approved the indemnification based on a finding that the person has met the standard. Indemnification is limited to reasonable expenses.

 

Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

All transactions with related parties have occurred in the normal course of operations and are recorded at the exchange amount which is the amount agreed to by the Company and the related party.  At present we have no related party transactions or relationships.

 

Director Independence

 

The Company is not currently listed on any national exchange, or quoted on any inter-dealer quotation service, that imposes independence requirements on any committee of the Company’s directors, such as an audit, nominating or compensation committee. The Company currently does not currently have any independent directors on its Board.

By Order of the Board of Directors /s/ Mike Field

Mike Field

President, Acting CFO and Director


6