FALSE000138419500013841952024-05-232024-05-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_____________________________________________________________________________________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: May 23, 2024
(Date of earliest event reported)
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RING ENERGY, INC.
(Exact name of registrant as specified in its charter)
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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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 23, 2024, at the 2024 annual meeting of stockholders (the “Meeting”) of Ring Energy, Inc. (the “Company”), 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 Meeting filed with the Securities and Exchange Commission on April 16, 2024.
At the close of business on March 28, 2024, the record date for the Meeting, 197,934,202 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company, were issued and outstanding and entitled to vote at the Meeting. Stockholders owning a total of 143,561,216 shares of Common Stock were represented at the Meeting, which represented approximately 72.5% 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 | | 89,962,068 | | 7,359,766 | | 46,239,382 |
| David A. Habachy | | 89,955,295 | | 7,366,539 | | 46,239,382 |
| Richard E. Harris | | 89,956,835 | | 7,364,999 | | 46,239,382 |
| Paul D. McKinney | | 93,572,268 | | 3,749,566 | | 46,239,382 |
| Thomas L. Mitchell | | 94,318,212 | | 3,003,622 | | 46,239,382 |
| Anthony B. Petrelli | | 89,419,073 | | 7,902,761 | | 46,239,382 |
| Regina Roesener | | 84,110,105 | | 13,211,729 | | 46,239,382 |
Proposal 2 - Advisory Vote on Executive Compensation
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following vote:
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| For | | Against | | Abstentions | | Broker Non-Votes |
| 78,393,932 | | 18,613,984 | | 313,918 | | 46,239,382 |
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 2024 by the following vote:
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| For | | Against | | Abstentions |
| 138,400,429 | | 4,970,955 | | 189,832 |
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.
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| | RING ENERGY, INC.
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Date: | May 28, 2024 | By: | /s/ Travis T. Thomas |
| | | Travis T. Thomas |
| | | Chief Financial Officer |