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):  December 13, 2016

 

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)   (I.R.S. Employer Identification No.)

 

901 West Wall St., 3rd Floor
Midland, Texas
 (Address of principal executive offices)
 
 
79707
  (Zip Code)

 

  

(432) 682-7464

(Registrant’s telephone number, including area code)

 

 

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 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))

 

 

 

 

Item 5.07      Submission of Matters to a Vote of Security Holders.

 

On December 13, 2015, Ring Energy, Inc. (the “Company”) held its 2016 Annual Meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders voted on the following matters:

 

·Election of six (6) directors to the Company’s Board of Directors to serve until the 2016 Annual Meeting of the Stockholders;

 

·Non-binding, advisory vote to approve named executive officer compensation; and

 

·Ratifying the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm.

 

As of the record date of November 18, 2015, the Company had 41,917,061 shares of common stock outstanding. A total of 27,321,339 shares (65.17%) were present at the Annual Meeting by proxy or in person.

 

All proposals were approved by the Company’s stockholders. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 25, 2016 (the “Proxy Statement”). The following tables provide the results of each voting proposal:

 

Proposal 1

 

The Company’s stockholders voted to re-elect Kelly Hoffman, David A. Fowler, Lloyd T. Rochford, Stanley M. McCabe, Anthony B. Petrelli, and Clayton E. Woodrum as directors of the Company. The votes for each were as follows:

 

Director Votes For Votes Against Abstentions Broker Non-Votes
Kelly Hoffman 26,586,668 636,484 98,187 0
David A. Fowler 26,845,943 377,144 98,252 0
Lloyd T. Rochford 14,702,390 12,520,697 98,252 0
Stanley M. McCabe 14,935,667 12,287,420 98,252 0
Anthony B. Petrelli 25,845,043 378,044 98,252 0
Clayton E. Woodrum 26,846,243 376,844 98,252 0

 

Proposal 2

 

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 Company’s Proxy Statement. The results of the proposal were as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
15,333,925 11,774,225 213,189 0

 

Proposal 3

 

The Company’s stockholders ratified the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for 2016. The results of the proposal were as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
26,604,342 638,313 78,684 0

 

Item 7.01      Regulation FD Disclosure.

 

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

 

 

Item 8.01      Other Events.

 

As described in Item 5.07 of this Report, on December 13, 2015, the Company held its Annual Meeting at which our stockholders elected the directors listed above. At a Board of Directors’ meeting immediately following the Annual Meeting, the Board made the following committee assignments: Directors Woodrum, Petrelli, and McCabe shall serve on the Audit Committee, with Mr. Woodrum serving as Chairman. Directors Rochford and McCabe shall serve on the Compensation Committee, with Mr. Rochford serving as Chairman. Directors Rochford and McCabe shall serve on the Nominating and Corporate Governance Committee, with Mr. Rochford serving as Chairman. Directors Rochford and McCabe shall serve on the Executive Committee.

 

 

 

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 19, 2016 By: /s/ William R. Broaddrick                           
    William R. Broaddrick  
    Chief Financial Officer