UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Ring Energy, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) in Midland, Texas, on December 17, 2019. As of the record date of November 8, 2019, the Company had 67,811,611 shares of common stock outstanding. A total of 55,541,481 shares (81.91%) were present at the 2019 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 November 13, 2019 (the “2019 Proxy Statement”), were voted on at the 2019 Annual Meeting:
(1) | Election of seven directors to serve on the Company’s Board of Directors until the 2020 Annual Meeting of Stockholders or until their successors are duly elected and qualified; |
(2) | Advisory vote to approve the compensation of the Company’s named executive officers; |
(3) | Ratification of the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and |
(4) | Approval of an amendment to the Ring Energy, Inc. Long Term Incentive Plan to increase the number of shares authorized for issuance by 2,500,000 shares. |
The Company’s stockholders approved proposals (1), (2), and (3) listed above. The Company’s stockholders did not approve proposal (4). The following tables provide the results of each voting proposal:
Proposal 1 – Election of Directors.
The Company’s stockholders voted to elect Kelly Hoffman, David A. Fowler, Lloyd T. Rochford, Stanley M. McCabe, Anthony B. Petrelli, Clayton E. Woodrum, and Regina Roesener to serve as directors on the Company’s board of directors. The votes for each were as follows:
Director | Votes For | Votes Withheld | Broker Non-Votes |
Kelly Hoffman | 29,700,729 | 7,279,105 | 18,561,647 |
David A. Fowler | 35,294,035 | 1,685,799 | 18,561,647 |
Lloyd T. Rochford | 28,748,793 | 8,231,041 | 18,561,647 |
Stanley M. McCabe | 29,842,164 | 7,137,670 | 18,561,647 |
Anthony B. Petrelli | 29,985,388 | 6,994,446 | 18,561,647 |
Clayton E. Woodrum | 30,530,113 | 6,449,721 | 18,561,647 |
Regina Roesener | 30,905,931 | 6,073,903 | 18,561,647 |
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 as disclosed in the 2019 Proxy Statement. The results of the vote on the proposal were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
26,536,343 | 8,002,670 | 2,440,821 | 18,561,647 |
Proposal 3 – Ratification of the Appointment of Eide Bailly LLP as the Company’s Auditors for the Fiscal Year Ending December 31, 2019.
The Company’s stockholders ratified the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of the vote on the proposal were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
49,188,329 | 5,864,477 | 488,675 | -- |
Proposal 4 – Amendment of the Ring Energy, Inc. Long Term Incentive Plan to Increase the Number of Shares Authorized for Issuance by 2,500,000 Shares.
The Company’s stockholders did not approve an amendment to the Ring Energy, Inc. Long Term Incentive Plan to increase the number of shares authorized for issuance by 2,500,000 shares. To be approved, the amendment required the vote of a majority of shares of common stock outstanding. The proposal received less than a majority vote of shares of common stock outstanding. The results of the vote on the proposal were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
26,649,434 | 8,163,824 | 2,166,576 | 18,561,647 |
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.
Ring Energy, Inc. | ||
Date: December 23, 2019 | By: | /s/ William R. Broaddrick |
William R. Broaddrick Chief Financial Officer |