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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): May 25, 2021

 

 

Ring Energy, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Nevada   001-36057   90-0406406

(State or Other Jurisdiction

of Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1725 Hughes Landing Blvd. Suite 900

The Woodlands, TX 77380

(Address of Principal Executive Offices)

 

(281) 397-3699

Registrant’s Telephone Number, Including Area Code

 

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):

 

  ¨ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communication 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   REI   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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

 

Ring Energy, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) in The Woodlands, Texas, on May 25, 2021. As of the record date of April 12, 2021, the Company had 99,181,587 shares of common stock outstanding. A total of 58,035,002 shares (59%) were present at the 2021 Annual Meeting by proxy or in person.

 

The following matters, detailed descriptions of which are contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2021 (the “2021 Proxy Statement”), as well as the Additional Proxy Soliciting Materials filed on April 26, 2021 and April 30, 2021, were voted on at the 2021 Annual Meeting:

 

(1) Election of seven directors to serve on the Company’s Board of Directors until the 2022 Annual Meeting of Stockholders;
(2) Non-binding advisory vote to approve the compensation of the Company’s named executive officers;
(3) Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;
(4) Approval of the Company’s 2021 Omnibus Incentive Plan; and,
(5) Advisory proposal regarding the frequency of the advisory vote on named executive officer compensation.

 

The Company’s stockholders approved proposals (1), (2), (3), and (4) and recommended 1 year regarding proposal (5) listed above. The following tables provide the results of each voting proposal:

 

Proposal 1 – Election of Directors.

 

The Company’s stockholders voted to elect John A. Crum, Richard E. Harris, Paul D. McKinney, Thomas L. Mitchell, Anthony B. Petrelli, Regina Roesener, and Clayton E. Woodrum as directors of the Company. The votes for each were as follows:

 

Directors   Votes For   Votes Withheld   Broker Non-Votes
John A. Crum   25,687,095   7,882,580   24,465,327
Richard E. Harris   25,705,603   7,864,072   24,465,327
Paul D. McKinney   25,725,496   7,844,179   24,465,327
Thomas L. Mitchell   25,651,057   7,918,618   24,465,327
Anthony B. Petrelli   25,333,244   8,236,431   24,465,327
Regina Roesener   25,725,875   7,843,800   24,465,327
Clayton E. Woodrum   25,754,319   7,815,356   24,465,327

 

Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation.

 

The Company’s stockholders approved, on a non-binding advisory basis, the overall compensation of the Company’s named executive officers. The results of the vote on the proposal were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
24,227,189   1,712,625   7,629,861   24,465,327

 

 

 

 

Proposal 3 – Ratification of the Appointment of Grant Thornton LLP as the Company’s Auditors for the Fiscal Year Ending December 31, 2021.

 

The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the vote on the proposal were as follows:

 

Votes For   Votes Against   Abstentions
55,732,891   2,230,592   71,519

 

Proposal 4 – Approval of the Company’s 2021 Omnibus Incentive Plan.

 

The Company’s stockholders approved, on a non-binding advisory basis, the Company’s 2021 Omnibus Incentive Plan. The results of the vote on the proposal were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
24,711,848   1,849,148   7,008,679   24,465,327

 

Proposal 5 – Advisory proposal regarding the frequency of the advisory vote on named executive officer compensation.

 

The Company’s stockholders recommended, on a non-binding advisory basis, the frequency of the advisory vote on named executive officer compensation. The results of the vote on the proposal were as follows:

 

1 Year   2 Years   3 Years   Abstentions   Broker Non-Votes
25,013,527   350,540   1,028,831   7,176,777   24,465,327

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  Ring Energy, Inc.
     
Dated: May 27, 2021 By:

/s/ Paul D. McKinney

     
    Name: Paul D. McKinney
     
    Title: Chief Executive Officer

 

 

 

 

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