Current Report Filing (8-k)
November 06 2020 - 7:43AM
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2020-11-04
2020-11-04
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2020-11-04
2020-11-04
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GNE:Series2012aPreferredStockParValue.01PerShareMember
2020-11-04
2020-11-04
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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):
November 4, 2020
GENIE
ENERGY LTD.
(Exact name of registrant as specified in
its charter)
Delaware
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1-35327
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45-2069276
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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520 Broad Street
Newark, New Jersey
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07102
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (973) 438-3500
Not Applicable
(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):
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☐
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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 Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b)-2 of the Exchange Act:
Title of each class
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Trading Symbol
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Name of each exchange on
which registered
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Class B common stock, par value $.01 per share
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GNE
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New York Stock Exchange
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Series 2012-A Preferred stock, par value $.01 per share
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GNE.PRA
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New York Stock Exchange
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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 2.02. Results of Operations and
Financial Condition.
On November 6, 2020, the Registrant distributed
over a wire service and posted to the investor relations page of its website (www.genie.com), an earnings release announcing its
results of operations for the quarter ended September 30, 2020. A copy of the earnings release concerning the foregoing results
is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Registrant is furnishing the information
contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange
Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated
by reference into any other filing with the SEC unless otherwise expressly stated in such filing. In addition, this Report and
the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements
about forward-looking statements set forth in the press release.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On November 4, 2020, the Compensation
Committee of the Board of Directors of the Registrant approved an amended and restated compensation arrangement between the Registrant
and Howard Jonas, the Registrant’s Chairman of the Board of Directors (a non-executive officer position), that will become
effective following the scheduled expiration of the current employment agreement between the Company and Mr. Jonas on December
31, 2020. The Fourth Amended and Restated Employment Agreement between the Registrant and Mr. Jonas to be effective as of January
1, 2021 provides for: (i) a three-year term commencing January 1, 2021, (ii) an annual base salary of $200,000 and (iii) a grant
of 100,000 restricted shares of the Company’s Class B common stock, which shall vest in substantially equal installments
on January 5, 2022, 2023 and 2024.
On November 4, 2020, the Compensation Committee
of the Board of Directors of the Registrant approved an amended and restated compensation arrangement between the Registrant and
Avi Goldin, the Registrant’s Chief Financial Officer that will become effective following the scheduled expiration of the
current employment agreement between the Company and Mr. Goldin on December 31, 2020. The Third Amended and Restated Employment
Agreement (the “Employment Agreement”) between the Registrant and Mr. Goldin to be effective as of January 1, 2021
provides for: (i) a three-year term commencing January 1, 2021, (ii) an annual base salary of $400,000, (iii) an annual guaranteed
bonus of $140,00 and additional performance bonuses in the discretion of the Compensation Committee and (iv) severance upon certain
terminations or non-renewals of the Employment Agreement.
A copy of the Employment Agreement is filed
as Exhibit 10.01 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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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GENIE ENERGY LTD.
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By:
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/s/ Michael Stein
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Name:
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Michael Stein
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Title:
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Chief Executive Officer
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Dated: November 6, 2020
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