Current Report Filing (8-k)
October 17 2018 - 05:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
October 11, 2018
PETRO
RIVER OIL CORP.
(Exact
name of Registrant as specified in its Charter)
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Delaware
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000-49760
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9800611188
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(State or other
jurisdiction
of
incorporation)
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(Commission File
No.)
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(IRS
Employer
Identification
No.)
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55 5
th
Avenue, Suite
1702
New York, New York 10003
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(Address of
principal executive offices)
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(469) 828-3900
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(Registrant’s
Telephone Number)
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Not Applicable
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(Former name or
address, if changed since last report)
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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 (17 CFR 230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR 240.12b-2)
☐
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.
On October 11,
2018, the Petro River Oil Corp. (the “
Company
”) held its annual meeting
of stockholders (the “
Annual
Meeting
”). The matters voted upon at the Annual
Meeting and the results of the voting are set forth
below.
Proposal No. 1 - Election of Directors
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Scot
Cohen
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4,980,973
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99.61
%
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19,411
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0.39
%
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7,872,637
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–
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Glenn C.
Pollack
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4,945,617
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98.90
%
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54,767
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1.10
%
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7,872,637
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–
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John
Wallace
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4,945,519
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98.90
%
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54,865
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1.10
%
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7,872,637
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–
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Fred Zeidman
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4,928,516
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98.56
%
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71,868
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1.44
%
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7,872,637
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–
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The Company’s
Directors are elected by a plurality of the votes cast.
Accordingly, each of the nominees named above were elected to serve
on the Board of Directors until the 2019 annual meeting of
stockholders, or until their successors are elected and
qualified.
Proposal No. 2 - Non-Binding Advisory Vote on Executive
Compensation
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Votes
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4,945,312
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21,113
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33,959
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%
Voted
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98.90
%
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0.42
%
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0.68
%
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The vote required
to approve this proposal was the affirmative vote of a majority of
the votes cast on the proposal. Accordingly, stockholders approved,
on a
non-binding, advisory basis, the executive compensation of the
Company’s named executive officers.
Proposal No. 3 - Ratification of Appointment of
Auditors
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Votes
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12,685,545
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25,706
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161,770
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%
Voted
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98.54
%
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0.20
%
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1.26
%
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The vote required
to approve this proposal was the affirmative vote of a majority of
the votes cast on the proposal. Accordingly, stockholders ratified
the appointment of
GHB CPAs, PC
as
the Company’s independent auditors for the fiscal year ending
April 30, 2018.
For more
information about the foregoing proposals, please review the
Company’s definitive proxy statement, filed with the
Securities and Exchange Commission on August 28, 2018.
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.
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PETRO
RIVER OIL CORP.
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Date: October 17,
2018
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By:
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/s/ Scot
Cohen
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Scot
Cohen
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Executive
Chairman
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