Summary of MAGNEGAS CORP - Yahoo! Finance

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 19, 2012, Scott Wainwright notified MagneGas Corporation (the "Company") that he would resign from his position as a member of the board of directors of the Company (the "Board"), effective immediately. Mr. Wainwright's resignation was not as a result of any disagreements with us and he will continue to attend Board meetings as an observer. Additionally, Mr. Wainwright will continue in his position as President of the Company.

On June 21, 2012, the Board unanimously appointed Ermanno Santilli, Kevin Pollack, and Jacques Kerrest (the "New Directors") as members of the Board, for a total of seven members of the Board. Each of the New Directors will hold office until the next annual general meeting of our shareholders or until removed from office in accordance with the Company's bylaws.

The Board has determined that each of Messrs. Pollack and Kerrest qualify as independent in accordance with the rules set forth by Section 803 of the Listing Standards for the NYSE MKT.

Ermanno P. Santilli has served as a Director since June 21, 2012 and as our Chief Executive Officer since June 15, 2012 and is the son of Dr. Santilli. From March 2010 until June 15, 2012, Mr. Santilli served as our Executive Vice President of International Relations since March 2010. Mr. Santilli was employed by Ingersoll Rand Company from March 2008 to April 2009 where he served as Vice President of Climate Control Business, Global Rail and Aftermarket. In this capacity, he oversaw a department that generated over $270 million in sales and $80 million in operating income. He managed sales, business development, product management, and warehousing and dealer development with indirect procurement, manufacturing and engineering. Mr. Santilli also drove development of new business and rail markets in Australia and India.

From March 2006 to February 2008 Mr. Santilli served as Vice-President of Climate Control Aftermarket EMEA, he led a department that generated total sale of $150 million and operating income of $50 million. He was responsible for business development, product management, warehousing, procurement, engineering and dealer development with indirect sales. From December 2003 to February 2006 Mr. Santilli served as Vice-President of Customer Relations for Climate Control EMEA. He had operational responsibility for customer satisfaction for customers with total sales aggregating over $1 billion. Mr. Santilli had direct responsibility for order management, credit and collections, warranty, business intelligence and dealer development.

Mr. Santilli's qualifications to serve on our board of directors include his financial and management experience.

Jacques Kerrest has served as a Director since June 21, 2012. Since 2011, Mr. Kerrest has served on the board of directors of Elephant Talk Communications Corp., a NYSE-listed international provider of mobile networking software and services. Also since 2011, he has served on the board of privately-held DPC Data Inc., an aggregator of data in the municipal bond market. From 2010 to 2011, he served on the board of CKX, Inc., a media and entertainment company that was bought by Apollo Management in 2011. From 2008 to 2010, Mr. Kerrest acted as Chief Financial Officer and Chief Operating Officer of NASDAQ-listed Activeidentity, a leader in identity assurance and authentication solutions, where he helped navigate the company's turnaround and sale. From 2004 to 2008, Mr. Kerrest was Chief Financial Officer of NASDAQ-listed Virgin Media, the second largest communications company in the U.K. where he negotiated, executed and financed a merger with the second largest U.K. cable company and helped with the acquisition of Virgin Mobile. Prior to Virgin Media, he served as Chief Financial Officer of NYSE-listed Equant, Inc., a global enterprise communications infrastructure company, and NYSE-listed Harte-Hanks, Inc., a direct marketing and publishing company. Mr. Kerrest received his M.B.A. from the American Graduate School of International Management.

Mr. Kerrest's qualifications to serve on our board of directors include his financial and management experience, including his experience with other exchange-listed companies.

Kevin Pollack has served as a Director since June 21, 2012. Since 2007, Mr. Pollack has been a managing director at Paragon Capital, a private investment firm focused primarily on U.S.-listed companies. Since 2003, he has also served as president of Short Hills Capital, where he provides a range of advisory services to investors, asset management firms, institutions and companies. Prior to that, he worked as an investment banker at Banc of America Securities, focusing on mergers and acquisitions in the media and telecom sectors. He started his career at Sidley Austin LLP as a securities attorney focusing on mergers and acquisitions. Since 2012, Mr. Pollack has served as a member of the board of directors of Lightlake Therapeutics, a developing biopharmaceutical company aiming to build a platform of biopharmaceutical solutions to common addictions and related disorders. Mr. Pollack graduated magna cum laude from The Wharton School at the University of Pennsylvania and received a dual J.D./M.B.A. from Vanderbilt University.

Mr. Pollack's qualifications to serve on our board of directors include his financial and management experience.

Family Relationships

There are no family relationships between any of the Company's directors or officers and Mr. Kerrest and Mr. Pollack. Mr. Santilli is the son of Dr. . . .

Item 8.01 Other Events.

On June 21, 2012, the Board formed and adopted charters for three standing committees: audit committee, compensation committee, and corporate governance and nominating committee of the Board, and made the following committee appointments, each to serve until his or her successor shall be elected and qualified:

· Audit Committee: Jacques Kerrest (Chair) and Kevin Pollack.

· Compensation Committee: Jacques Kerrest and Kevin Pollack.

· Nominating and Governance Committee: Luisa Ingargiola, Jacques Kerrest and Kevin Pollack.

The Board has determined that all members of each of the audit and compensation committees are independent under the current listing standards of the NYSE MKT. The corporate governance and nominating committee is made up of two independent directors and one employee director.

The Board has determined that Mr. Kerrest qualifies as an "audit committee financial expert," as that term is defined in applicable regulations of the SEC.