Item
5.03.
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
Effective
as of 5:44 p.m. Eastern Time on October 14, 2021, Infinity Energy Resources, Inc. (the “Company”) changed its name
to “American Noble Gas, Inc.” pursuant to a Certificate of Amendment to its Certificate of Incorporation (as amended to date,
the “Charter”) filed with the Secretary of State of the State of Delaware.
Also,
effective October 14, 2021, the Company amended and restated its Bylaws to reflect the change of its name described above.
The
foregoing descriptions of the amendments to the Company’s Charter and Amended and Restated Bylaws are not complete and are subject
to and qualified in their entirety by reference to the descriptions of the additional changes to the Company’s Charter and Amended
and Restated Bylaws which were approved in the annual meeting of shareholders discussed in Item 5.07 below, together with the Articles
of Amendment, a copy of which is attached hereto as Exhibit 3.1 and the Company’s Amended and Restated Bylaws, as amended, a composite
copy of which is attached hereto as Exhibit 3.2, each of which is incorporated herein by reference. In addition, a marked copy of the
Company’s Amended and Restated Bylaws indicating changes made to this document, as it existed immediately prior to the adoption
of the amendment, is attached as Exhibit 3.3, and is incorporated herein by reference.
Item
5.07
|
Submission
of Matters to a Vote of Security Holders.
|
The
Company held its annual meeting of the shareholders
(the “Annual Meeting”) on Wednesday, October 13, 2021. There were 13,222,427 shares of common stock, par value $0.0001 per
share (the “Common Stock”), represented in person or by proxy at the Annual Meeting, constituting approximately 58.5% of
the outstanding shares of Common Stock on August 24, 2021, the record date for the Annual Meeting (the “Record Date”), and
establishing a quorum. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal
One: Election of Three Directors of the Company;
Name
|
|
Votes
For
|
|
|
Votes
Withheld
|
|
|
Broker
Non-Votes
|
|
Stanton E. Ross
|
|
|
12,224,764
|
|
|
|
35,141
|
|
|
|
962,522
|
|
Leroy C. Richie
|
|
|
12,238,967
|
|
|
|
20,938
|
|
|
|
962,522
|
|
Daniel F. Hutchins
|
|
|
12,242,206
|
|
|
|
17,699
|
|
|
|
962,522
|
|
All
nominees were duly elected.
Proposal
Two: Approval of an amendment to the Company’s Certificate of Incorporation, as amended, removing
the provision providing that any action taken by the stockholders by written consent in lieu of a meeting requires that all of
the Company’s stockholders entitled to vote on such action consent in writing thereto (the “Stockholder Written Consent Amendment
Proposal”);
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
12,216,109
|
|
|
|
43,084
|
|
|
|
712
|
|
|
|
962,522
|
|
The
Stockholder Written Consent Amendment Proposal was approved.
Proposal
Three: Approval of an amendment to the Company’s Certificate of Incorporation,
as amended, increasing the Company’s authorized shares of common stock from 75,000,000 shares to 500,000,000 shares (the “Share
Increase Proposal”);
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
12,917,630
|
|
|
|
301,973
|
|
|
|
2,824
|
|
|
|
-0-
|
|
The
Share Increase Proposal was approved.
Proposal
Four: Approval of an amendment to the Company’s Certificate of Incorporation, as
amended, changing the Company’s name to American Noble Gas, Inc. (the “Name Change Proposal”);
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
13,091,528
|
|
|
|
24,784
|
|
|
|
106,115
|
|
|
|
-0-
|
|
The
Name Change Proposal was approved.
Proposal
Five: Approval of the adoption of the Company’s 2021 Stock Option and Restricted
Stock Plan (the “2021 Plan Proposal”);
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
12,202,595
|
|
|
|
36,548
|
|
|
|
20,762
|
|
|
|
962,522
|
|
The
appointment of RBSM LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021 was
ratified.
Proposal
Six: Ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the
year ending December 31, 2021;
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
12,726,423
|
|
|
|
495,894
|
|
|
|
110
|
|
|
|
-0-
|
|
The
appointment of RBSM LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021 was
ratified.
Proposal
Seven: Approval of a non-binding advisory proposal to approve the compensation paid to the Company’s named executive
officers (the “Say-on-Pay Proposal”);
Votes
For
|
|
|
Votes
Against/
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
12,201,633
|
|
|
|
42,018
|
|
|
|
16,254
|
|
|
|
962,522
|
|
The
non-binding Say-on-Pay Proposal was approved.
Proposal
Eight: Approval of a non-binding advisory proposal on the frequency of the stockholder advisory vote on executive compensation
(the “Say-on-Pay Frequency Proposal”);
Votes For
One-Year
|
|
|
Votes For Every
Two-years
|
|
|
Votes For Every
Three years
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
|
138,112
|
|
|
|
1,169,160
|
|
|
|
10,940,933
|
|
|
|
11,700
|
|
|
|
962,522
|
|
The
non-binding Say-on-Pay Frequency proposal for every three years was approved.