Current Report Filing (8-k)
November 18 2019 - 4:44PM
Edgar (US Regulatory)
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 13,
2019
Torchlight Energy Resources, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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001-36247
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74-3237581
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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5700 W.
Plano Parkway, Suite 3600
Plano, Texas
75093
(Address
of principal executive offices)
Telephone
– (214) 432-8002
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
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, $0.001 par value
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TRCH
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The
Nasdaq Stock Market LLC
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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 5.07 Submission of Matters to a Vote of Security
Holders.
On
November 13, 2019, we held our Annual Meeting of Stockholders for
the following purposes:
(1) To
elect nominees to our Board of Directors, including John A. Brda,
Gregory McCabe, Robert Lance Cook, Michael J. Graves and Alexandre
Zyngier;
(2) To
ratify the selection of Briggs &
Veselka Co. as our independent registered public accounting
firm for the fiscal year ending December 31, 2019;
(3) To approve a
non-binding advisory resolution on executive
compensation;
(4) To vote on an
advisory basis on whether advisory votes on executive compensation
should occur every one, two or three years; and
(5) To
transact such other business as may properly come before the
meeting.
Based
on the votes received in person and by proxy, all of the
above-named nominees to the Board were elected; the selection of
Briggs & Veselka was ratified; the non-binding advisory
resolution on executive compensation was approved; and the
stockholders voted to hold advisory votes on executive compensation
every three years. There were no other matters presented for action
at the Annual Meeting. The exact results of the stockholder vote
are as follows:
Total Votes Outstanding as of the Record Date, September 16,
2019:
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73,515,792
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Total Votes Present Either by Proxy or in Person:
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55,498,135
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Item
1:
Election of Directors
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FOR
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WITHHELD
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John A.
Brda
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30,003,669
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5,451,290
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Gregory
McCabe
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34,920,247
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534,712
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Robert
Lance Cook
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34,786,191
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668,768
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Michael
J. Graves
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32,005,200
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3,449,759
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Alexandre
Zyngier
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33,438,886
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2,016,073
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Additionally,
there was a total of 20,043,176 broker non-votes for the election
of directors.
Item 2:
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Ratification of selection
of Briggs & Veselka Co. as the independent registered public
accounting firm for the fiscal year ending December 31,
2019
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Votes
for:
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53,659,003
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Votes
against:
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1,035,493
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Votes
abstained:
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803,639
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Item
3:
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Approval of a non-binding advisory resolution on executive
compensation
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Votes
for:
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29,116,876
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Votes
against:
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5,049,943
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Votes
abstained:
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1,288,140
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Additionally,
there was a total of 20,043,176 broker non-votes for approval of
the non-binding advisory resolution on executive
compensation.
Item
4:
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Vote on an advisory basis on the frequency of the advisory votes on
executive compensation
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One
year:
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7,896,789
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Two
years:
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419,027
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Three
years:
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26,758,869
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Votes
abstained:
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380,274
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Additionally,
there was a total of 20,043,176 broker non-votes for approval of
whether the advisory votes on executive compensation should occur
every one, two or three years.
In
light of the stockholder vote above to include advisory votes on
executive compensation in our proxy materials every three years,
our Board of Directors decided that future advisory votes on named
executive officer compensation will be held every three years until
the next stockholder advisory vote on the frequency of such votes,
which in accordance with applicable regulations, will occur no
later than our Annual Meeting held in 2025.
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 hereunto duly authorized.
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Torchlight
Energy Resources, Inc.
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Date: November
18, 2019
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By:
/s/ John A.
Brda
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John A.
Brda
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President
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