Current Report Filing (8-k)
December 21 2017 - 4:32PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
December
21, 2017
Date
of Report (Date of earliest event reported)
Zion
Oil & Gas, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-33228
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20-0065053
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(Commission
File Number)
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(IRS
Employer Identification No.)
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12655
North Central Expressway, Suite 1000, Dallas, TX 75243
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code:
214-221-4610
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item
5.03 Amendment to the By-Laws
Under
Section 3 of Article II of the Company’s Bylaws, the following changes were made:
A
special meeting of the stockholders may be called by the Chairman or Vice Chairman of the Board, the Chief Executive Officer,
or a majority of the Board of Directors. Special meetings of shareholders shall also be called by the Secretary upon the
written request of the holders of common stock entitled to cast not less than 50% of all the votes entitled to be cast at such
meeting. Such request shall state the purpose(s) of such meeting and the matters proposed to be acted upon. With receipt
of such request and any notice required by
Section 4
and
Section 12
of
Article II
and
Section 3
of
Article III
, the Chairman or Vice Chairman, with input from the Board of Directors, shall set a date for the special meeting,
set a record date in accordance with
Section 4
of
Article II
and shall cause the Corporate Secretary to give the
notice required under
Section 4
.
Under
Section 9 of Article II of the Company’s Bylaws, the following changes were made:
Directors
shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled
to vote on the election of the directors (i) if the number of nominees exceeds the number of directors to be elected (a “contested
election”), or (ii) in an election of directors that is not a contested election (an “uncontested election”),
the members of the Board of Directors that are elected by shareholders shall be elected by a majority of the votes cast by the
holders of shares entitled to vote in the election of directors at such meeting. The determination of whether the number
of nominees exceeds the number of directors to be elected shall be made by the Corporate Secretary as of the fourteenth day preceding
the date the Corporation first mails or delivers its notice of meeting for such meeting to shareholders. For purposes of
this
Section 9
, in an uncontested election of directors a “majority of votes cast” shall mean that the number
of shares voted “for” a director exceeds the number of votes cast “against” that director. The Board
of Directors shall have the power to establish policies and procedures with respect to the resignation from the Board of Directors
of incumbent directors who are not reelected.
Under
Section 2 of Article III of the Company’s Bylaws, the following changes were made:
In
any election of directors, the persons (i) in contested elections receiving a plurality of the votes cast, up to the number of
directors to be elected in such election, shall be deemed elected or (ii) in uncontested elections receiving a majority of the
votes shall be deemed elected and as further described in
Section 9
of
Article II
.
Under
Section 8 of Article III of the Company’s Bylaws, the following changes were made:
Special
meetings of the Board of Directors shall be held whenever called by the Chairman or Vice Chairman of the Board, the CEO, or the
Lead Independent Director, and shall also be called by the Secretary upon the written request of a majority of the Board of Directors.
The agenda items for any Special Meeting shall be determined only by the Chairman, Vice Chairman, CEO, or the Lead Independent
Director, as appropriate.
Based
upon the recommendation of management, the above changes were approved unanimously by the Board of Directors on December 21, 2017.
The effective date of the amendment to the Amended and Restated Bylaws of Zion Oil & Gas, Inc. is December 21, 2017 and the
amended By-Laws are provided under Exhibit 3(i).1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereto duly authorized.
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Zion
Oil and Gas, Inc.
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Date: December
21, 2017
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By:
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/s/ Victor
G. Carrillo
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Victor
G. Carrillo
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Chief
Executive Officer
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4
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