UNITED STATES

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

 

Date of Report (Date of earliest event reported): June 19, 2018

 

 

TRANSATLANTIC PETROLEUM LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda

001-34574

None

(State or other jurisdiction of

(Commission File Number)

(IRS Employer

incorporation)

 

Identification No.)

 

 

 

 

 

16803 Dallas Parkway

Addison, Texas

 

 

 

75001

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (214) 220-4323

 

(Former name or former address, if changed since last report)

________________________________

 

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 (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

TransAtlantic Petroleum Ltd. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on June 19, 2018, to (i) elect six directors to the board of directors, each for a one-year term (“Proposal 1”), and (ii) appoint PMB Helin Donovan, LLP (“PMB”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 (“Proposal 2”).  For more information about the foregoing proposals, see the Company’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2018 (the “Proxy Statement”), and the Company’s definitive additional materials, filed with the SEC on June 13, 2018 (the “Additional Proxy Materials”) .

 

The table below shows the final results of the voting at the Annual Meeting:

 

 

 

 

 

For

 

 

Against

 

 

Abstain

 

 

Broker

Non-Votes

 

Proposal 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     N. Malone Mitchell 3rd

 

 

 

 

 

21,421,174

 

 

 

370,039

 

 

 

32,471

 

 

 

12,408,241

 

     Bob G. Alexander

 

 

 

 

 

21,375,464

 

 

 

389,931

 

 

 

58,289

 

 

 

12,408,241

 

     Brian E. Bailey

 

 

 

 

 

21,377,443

 

 

 

387,952

 

 

 

58,289

 

 

 

12,408,241

 

     Charles J. Campise

 

 

 

 

 

21,376,188

 

 

 

387,942

 

 

 

59,554

 

 

 

12,408,241

 

     Gregory K. Renwick

 

 

 

 

 

21,281,418

 

 

 

483,977

 

 

 

58,289

 

 

 

12,408,241

 

     Mel G. Riggs

 

 

 

 

 

20,216,677

 

 

 

1,548,353

 

 

 

58,654

 

 

 

12,408,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For

 

 

Against

 

 

Abstain

 

 

Broker

Non-Votes

 

Proposal 2

 

 

 

 

 

33,764,273

 

 

 

392,149

 

 

 

75,503

 

 

0

 

As described in the Additional Proxy Materials, on June 12, 2018, PMB notified the Company that, because of reasons unrelated to the Company, PMB decided that it will no longer provide audit services to public companies, including the Company, and will no longer seek re-appointment as the Company’s independent registered public accounting firm for the year ending December 31, 2018 .   As a result of this notification, Proposal 2 became moot.

Item 7.01 Regulation FD Disclosure.

On June 21, 2018, the Company issued a press release announcing the final results of the voting at the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8-K in such a filing

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

 

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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 hereunto duly authorized.

 

Date:

June 21, 2018

 

 

 

 

 

 

 

 

TRANSATLANTIC PETROLEUM LTD.

 

 

 

 

 

 

By:

/s/ Chad D. Burkhardt

 

 

 

Chad D. Burkhardt

 

 

 

Vice President, General Counsel and Corporate Secretary

 

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