Current Report Filing (8-k)

Date : 08/29/2019 @ 8:32PM
Source : Edgar (US Regulatory)
Stock : PEDEVCO Corp New (PED)
Quote : 1.58  -0.0336 (-2.08%) @ 4:08PM

Current Report Filing (8-k)

 

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): August 28, 2019
  
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
 
Texas
 
001-35922
 
22-3755993
(State or other jurisdiction of incorporation or organization)
 
(Commission file number)
 
 
(IRS Employer Identification No.)
 
575 N. Dairy Ashford
Energy Center II, Suite 210
Houston, Texas 77079
 (Address of principal executive offices)
 
(713) 221-1768
 (Registrant’s telephone number, including area code)
 
1250 Wood Branch Park Dr., Suite 400
Houston, Texas 77079
(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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
PED
NYSE American
 
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 5.02 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:
  
 
 
 
For
 
 
 
 
Against
 
 
 
Broker Non-Votes
 
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.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
 
Description
 
 
 
 
PEDEVCO Corp. Amended and Restated 2012 Equity Incentive Plan (1)
 
PEDEVCO Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant Agreement (2)
 
PEDEVCO Corp. 2012 Equity Incentive Plan Form of Stock Option Agreement (2)
 
(1) Filed on August 29, 2019, as an exhibit to the Company’s Registration on Form S-8 and incorporated herein by reference (File No. 333-233525).
 
(2) Filed on October 31, 2013, as an exhibit to the Company’s Registration on Form S-8 and incorporated herein by reference (File No. 333-192002).

 
 
 
 
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 thereunto duly authorized.
 
 
 
 
 
PEDEVCO CORP.
 
 
 
 
By:
/s/ Dr. Simon Kukes
 
 
Dr. Simon Kukes
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
 
Date:  August 29, 2019
 
 

 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
 
PEDEVCO Corp. Amended and Restated 2012 Equity Incentive Plan (1)
 
PEDEVCO Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant Agreement (2)
 
PEDEVCO Corp. 2012 Equity Incentive Plan Form of Stock Option Agreement (2)
 
(1) Filed on August 29, 2019, as an exhibit to the Company’s Registration on Form S-8 and incorporated herein by reference (File No. 333-233525).
 
(2) Filed on October 31, 2013, as an exhibit to the Company’s Registration on Form S-8 and incorporated herein by reference (File No. 333-192002).
 
 
 

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