Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) Stockholder Approval
of an Amendment to the PEDEVCO CORP. 2012 Equity Incentive
Plan
At the 2019 Annual Meeting of Stockholders of
PEDEVCO Corp. (the “Company”)
held on August 28, 2019 (the “Annual
Meeting”), the
stockholders of the Company approved an amendment to the
Company’s Amended and Restated 2012 Equity Incentive Plan
(the “Plan”)
to increase by 2,000,000 (to 8,000,000), the number of shares
of common stock reserved for issuance under the Plan. The
Company’s stockholders approved the Plan in accordance with
the voting results set forth below under Item
5.07. The amendment to the Plan
was originally approved by the Board of Directors of the Company on
July 1, 2019, subject to stockholder approval.
The Plan was originally adopted in 2012. The
material terms of the Plan were described in the Company’s
Proxy Statement under the caption “Proposal 2 –
Amendment to the PEDEVCO Corp. 2012 Equity Incentive
Plan” filed with the SEC
on July 10, 2019. The Plan provides for awards of incentive stock
options, non-statutory stock options, rights to acquire restricted
stock, stock appreciation rights, or SARs, and performance units
and performance shares. Incentive stock options granted
under the Plan are intended to qualify as
“incentive
stock options” within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”).
The above description of the Plan does not purport
to be complete, and is qualified in its entirety by reference to
the full text of the Plan, which is attached
as Exhibit
4.1 to the Company’s
Registration Statement on Form S-8 filed with the U.S. Securities
and Exchange Commission on August 29, 2019 and is incorporated by
reference into this Item
5.02.
(e) Restricted Stock and
Option Awards
On
August 28, 2019, the Company granted (i) 70,000 shares of
restricted Company common stock under the Plan to Mr. John Scelfo,
which shares vest 100% on July 12, 2020, (ii) 50,000 shares of
restricted Company common stock under the Plan to Mr. H. Douglas
Evans, which shares vest 100% on September 27, 2020, and (iii)
50,000 shares of restricted Company common stock under the Plan to
Mr. Ivar Siem, which shares vest 100% on July 12, 2020, in each
case subject to the recipient of the shares being a member of the
Company’s Board of Directors on such vesting date, and
subject to the terms and conditions of a Restricted Shares Grant
Agreement entered into by and between the Company and each
recipient. These restricted stock awards were issued and granted in
consideration for Messrs. Scelfo, Evans and Siem serving as
non-employee directors of the Company.
In
addition, on August 28, 2019, the Company granted an additional
50,000 shares of restricted Company common stock under the Plan to
Mr. Ivar Siem, which shares vest 100% on July 12, 2020, subject to
the recipient continuing to provide advisory services to the
Company on such vesting date, and subject to the terms and
conditions of a Restricted Shares Grant Agreement entered into by
and between the Company and each recipient. This restricted stock
award was issued and granted in consideration for Mr. Siem serving
as an advisor to the Company.
A copy of the form of Restricted Shares Grant
Agreement for the awards granted on August 28, 2019 are attached
as Exhibit 4.2
to the Company’s Registration
Statement on Form S-8 filed with the U.S. Securities and Exchange
Commission on October 31, 2013 and are incorporated by reference
into this Item
5.02.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
At the Annual Meeting, the stockholders (i)
elected four director nominees, (ii) approved the amendment to the
Plan (described in greater detail above
under Item
5.02), (iii) approved, on an
advisory basis, the appointment of Marcum LLP, as the
Company’s independent registered public accounting firm for
the 2019 fiscal year, and (iv) approved the adjournment of the
Annual Meeting, if necessary or appropriate, to solicit additional
proxies, provided that such adjournment was not
necessary.
A
total of 46,701,415 shares were present in person or by proxy and
represented at the Annual Meeting, which shares constituted a
quorum (over 33 1/3% of our outstanding voting shares) based on
53,827,065 shares entitled to vote at the Annual Meeting as of the
July 1, 2019 record date for the Annual Meeting. At the Annual
Meeting, the Company’s shareholders voted on the following
proposals described in greater detail in the Company’s Proxy
Statement filed with the Securities and Exchange Commission on July
10, 2019 and summarized below. There was no solicitation in
opposition to management’s nominees as listed in its proxy
statement and all such nominees were elected to the class of
directors.
The
results of the voting for each of the proposals were as
follows:
1. Election
of Directors:
|
|
|
|
|
|
John J.
Scelfo
|
46,246,446
|
149,603
|
0
|
|
Simon
Kukes
|
46,240,939
|
155,110
|
0
|
|
Ivar
Siem
|
46,234,877
|
161,172
|
0
|
|
H. Douglas
Evans
|
46,262,589
|
133,460
|
0
|
2. To
approve an amendment to the Company’s 2012 Equity Incentive
Plan, to increase by 2,000,000 the number of shares of common stock
reserved for issuance under the plan:
|
For:
|
46,155,210
|
|
|
|
|
Against:
|
239,904
|
|
|
|
|
Abstain:
|
935
|
|
|
|
|
Broker
Non-Votes:
|
0
|
3. Ratification
of the appointment of Marcum LLP, as the Company’s
independent auditors for the fiscal year ending December 31,
2019:
|
For:
|
46,600,319
|
|
|
|
|
Against:
|
99,123
|
|
|
|
|
Abstain:
|
2,072
|
|
|
|
|
Broker
Non-Votes:
|
305,465
|
4. To
approve the adjournment of the Annual Meeting, if necessary or
appropriate:
|
For:
|
46,521,576
|
|
|
|
|
Against:
|
177,613
|
|
|
|
|
Abstain:
|
2,325
|
|
|
|
|
Broker
Non-Votes:
|
305,465
|
As such, each of the four (4) director nominees were duly appointed
to the Board of Directors by a plurality of the votes cast (there
was no solicitation in opposition to management’s nominees as
listed in its proxy statement), each to serve a term of one year
and until their respective successors have been elected and
qualified, or until their earlier resignation or removal, and
proposals 2, 3 and 4 were separately approved and ratified by the
affirmative vote of a majority of the shares present in person or
represented by proxy at the Annual Meeting and entitled to vote on,
and who voted for, against, or expressly abstained with respect to,
each such proposal.