Current Report Filing (8-k)
June 03 2022 - 5:31PM
Edgar (US Regulatory)
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2022-06-02
2022-06-02
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: June 2, 2022
(Date of earliest event reported)
|
RING ENERGY, INC. |
|
|
(Exact
name of registrant as specified in its charter) |
|
Nevada |
001-36057 |
90-0406406 |
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number) |
(IRS
Employer Identification No.)
|
|
|
1725 Hughes Landing Blvd. Suite 900
The
Woodlands, TX 77380
|
|
|
(Address
of principal executive offices) (Zip Code)
|
|
(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:
¨ |
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 |
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 (§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.
As described in Item 5.07 of this Current
Report on Form 8-K, on June 2, 2022, at the annual meeting of stockholders of Ring Energy, Inc. (the “Company”),
the Company's stockholders approved the Company’s proposal for the election of seven individuals to serve as directors of the Company
for one-year terms expiring on the date of the annual meeting of stockholders in 2023.
Item 5.07 Submission of Matters to a Vote
of Security Holders.
The annual meeting of stockholders of the Company
was held on June 2, 2022 (the “Meeting”) at which the Company’s stockholders voted on the proposals identified
below. These proposals were described in detail in the Company’s definitive
Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2022.
At the close of business on April 5, 2022,
the record date for the Meeting, 100,192,562 shares of the Company’s Common Stock were issued and outstanding and entitled to vote
at the Meeting. Stockholders owning a total of 57,391,986 shares of Common Stock were represented at the meeting, which represented approximately
57.3% of the shares of the Common Stock outstanding as of the record date for the Meeting.
Proposal 1 - Election of Directors
Each of the seven nominees for director was duly
elected by the Company’s stockholders, with votes as follows:
Nominee | |
For | | |
Withheld | | |
Broker Non-Votes | |
John A. Crum | |
| 27,825,735 | | |
| 6,398,633 | | |
| 23,167,618 | |
Richard E. Harris | |
| 27,912,483 | | |
| 6,311,885 | | |
| 23,167,618 | |
Paul D. McKinney | |
| 28,262,091 | | |
| 5,962,277 | | |
| 23,167,618 | |
Thomas L. Mitchell | |
| 27,915,540 | | |
| 6,308,828 | | |
| 23,167,618 | |
Anthony B. Petrelli | |
| 27,739,760 | | |
| 6,484,608 | | |
| 23,167,618 | |
Regina Roesener | |
| 14,807,761 | | |
| 19,416,607 | | |
| 23,167,618 | |
Clayton E. Woodrum | |
| 27,669,033 | | |
| 6,555,335 | | |
| 23,167,618 | |
Proposal 2 - Advisory Vote on Executive Compensation
The stockholders disapproved, on an advisory basis,
the compensation of the Company’s named executive officers, by the following vote:
For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 13,323,987 | | |
| 20,620,291 | | |
| 280,090 | | |
| 23,167,618 | |
Although this was a non-binding advisory vote, the Company’s
Board of Directors takes the results of this vote seriously. In connection with structuring our executive compensation the Compensation
Committee of the Board of Directors engaged an independent consultant who advised the Company and the Company’s executive compensation
structure received a favorable recommendation from Institutional Shareholder Services, an entity that advises institutional investors
on voting on annual proxy statement matters. The Company’s Board of Directors and management will continue to engage stockholders
on compensation matters as part of ongoing efforts in seeking best governance practices.
Proposal 3 – Ratification of Appointment
of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Grant
Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2022 by the following vote:
For | | |
Against | | |
Abstentions | |
| 56,831,421 | | |
| 476,086 | | |
| 84,479 | |
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.
|
|
RING ENERGY, INC. |
|
|
|
|
Date: |
June 3, 2022 |
By: |
/s/ Travis T. Thomas |
|
|
|
Travis T. Thomas |
|
|
|
Chief Financial Officer |
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