Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e)
2016 Omnibus Incentive Plan
At
the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company held on May 23, 2016, the Company’s
stockholders approved its 2016 Omnibus Incentive Plan (the “2016 Plan”). The number of shares of common stock available
for grant under the plan is 50 million shares. The Company’s Board of Directors (the “Board”) and the Compensation
Committee of the Board previously approved the 2016 Plan, subject to such stockholder approval. The Company’s executive
officers and directors are eligible to participate in the 2016 Plan.
A
more detailed summary of the principal features of the 2016 Plan can be found in the Company’s joint proxy statement/prospectus
for its Annual Meeting, as filed with the Securities and Exchange Commission on May 12, 2016 (the “Prospectus”). The
foregoing description does not purport to be complete and is qualified in its entirety by reference to such summary and the full
text of the plan filed as Annex E to the Prospectus, both of which are incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders.
As
described in Item 5.02(e) above, the Company held its Annual Meeting on May 23, 2016. Eleven proposals were acted upon at
the Annual Meeting, each of which is described briefly below and in detail in the Prospectus. The matters voted upon and the number
of votes cast for or against, as well as the number of abstentions as to such matters, were as follows:
Proposal
1
: The proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 29, 2015, as amended on January
20, 2016 and March 24, 2016, and as it may be further amended from time to time, by and among the Company, Lilis Merger Sub, Inc.
and Brushy Resources, Inc.and the transactions contemplated thereby was approved by a majority of votes cast at the Annual Meeting:
FOR
|
AGAINST
|
ABSTAINED
|
15,604,635
|
52,547
|
0
|
Proposal
2
: The approval and adoption of the 2016 Plan was approved by a majority of votes cast at the Annual Meeting;
FOR
|
AGAINST
|
ABSTAINED
|
14,937,830
|
716,036
|
3,316
|
Proposal
3
: The approval of the full conversion of the Company’s outstanding 8% Senior Secured Convertible Debentures was approved
by a majority of votes cast at the Annual Meeting;
FOR
|
AGAINST
|
ABSTAINED
|
15,569,216
|
87,666
|
300
|
Proposal
4
: The approval and adoption of the amendment to the Company’s Certificate of Designation of Preferences, Rights and
Limitations of Series A 8% Convertible Preferred Stock (the “Preferred Stock”) was approved by the affirmative vote
of a majority of the issued and outstanding shares of the Preferred Stock at the Annual Meeting;
FOR
|
AGAINST
|
ABSTAINED
|
4,054
|
0
|
0
|
Proposal
5
: The approval of the full conversion of the Company’s outstanding Series A 8% Convertible Preferred Stock was approved
by a majority of votes cast at the Annual Meeting;
FOR
|
AGAINST
|
ABSTAINED
|
15,568,408
|
88,454
|
320
|
Proposal
6
: The ratification and approval of a reverse stock split of the Company’s issued and outstanding common stock was approved
by the affirmative vote of a majority of the issued and outstanding shares of the Company’s common stock at the Annual Meeting;
FOR
|
AGAINST
|
ABSTAINED
|
15,456,312
|
200,700
|
170
|
Proposal
7
: The approval of a potential issuance of 20% or more of the Company’s outstanding common stock under the Company’s
unsecured subordinated convertible notes and warrants to purchase to common stock was approved by a majority of votes at the Annual
Meeting;
FOR
|
AGAINST
|
ABSTAINED
|
14,948,609
|
708,503
|
70
|
Proposal
8
: Election of Directors:
The
following nominees, each of whom was nominated for election by the Board and included in the Prospectus, were elected by the stockholders
at the Annual Meeting to serve on the Board until the 2017 annual meeting of stockholders and their successors are elected and
qualified:
|
FOR
|
WITHHELD
|
ABSTAINED
|
Nuno
Brandolini
|
15,149,688
|
507,494
|
|
Abraham
Mirman
|
15,570,865
|
86,317
|
|
General
Merrill McPeak
|
15,149,388
|
507,794
|
|
Ronald
D. Ormand
|
15,620,068
|
37,114
|
|
R.
Glenn Dawson
|
15,077,485
|
496,286
|
|
Proposal
9
: In an advisory vote on the compensation of the Company’s named executive officers, as described in the Prospectus,
the compensation of the Company’s named executive officers was approved by a majority of the votes cast at the Annual Meeting:
FOR
|
AGAINST
|
ABSTAINED
|
15,452,672
|
201,215
|
3,295
|
Proposal
10
: The ratification of the selection of Marcum LLP as the Company’s independent registered public accountants for the
fiscal year ending December 31, 2016 was ratified by a majority of the votes cast at the Annual Meeting:
FOR
|
AGAINST
|
ABSTAINED
|
15,599,206
|
57,904
|
72
|
Proposal
11
: The consideration and approval on any proposal to authorize the Board, in its discretion, to adjourn the annual meeting
to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above at
the time of the Annual Meeting
FOR
|
AGAINST
|
ABSTAINED
|
14,933,692
|
718,223
|
5,267
|
There
were no broker non-votes cast with respect to any of the proposals.