8-K

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 9, 2015

Tengasco, Inc.

(Exact Name of Registrant as specified in its charter)

Commission File Number 1-15555

Delaware	87-0267438
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6021 S. Syracuse Way, Suite 117, Greenwood Village CO 80111

(Address of Principal Executive Office)

(720)  420-4460

(Registrant's Telephone number)

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.

Item 8.01 Other Events.

Item 9.01 Financial Statements and Exhibits.

The Annual Meeting of Stockholders (the "Annual Meeting") of Tengasco, Inc. (the “Company”) was held on December 9, 2015 for the purpose of considering and voting on: (1) electing Matthew K. Behrent, Hughree F. Brooks, Peter E. Salas, and Richard M. Thon to the Board of Directors to hold office until their successors shall have been elected and qualify; (2) ratifying the appointment by the Board of Directors of Hein & Associates LLP to serve as the independent certified public accountants for the current fiscal year, and (3) approving on an advisory basis the compensation of executive officers of the Company.

At the close of business on October 12, 2015, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 60,842,413 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 50,691,641 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

All of the nominated directors were elected as follows:

(1) Election of Directors:	FOR:	WITHHELD:	BROKER NON-VOTE
Matthew K. Behrent	23,817,459	5,037,323	21,836,859
Hughree F. Brooks	23,831,927	5,022,855	21,836,859
Peter E. Salas	23,755,730	5,099,052	21,836,859
Richard M. Thon	23,822,377	5,032,405	21,836,859

(2) The proposal to ratify appointment of Hein & Associates LLP as the Company’s independent certified public accountants for Fiscal 2015 was approved as follows:

For: 47,879,917 Against: 2,261,094 Abstain: 550,630

 (3) The proposal to approve by non-binding advisory vote the compensation of named executive officers of the Company was approved as follows:

For: 23,538,226 Against: 5,146,687 Abstain: 169,869 Broker Non-Vote 21,836,859

A copy of the presentation made at the Annual Meeting is attached as an exhibit to this Report and is reported under Item 8.01, Other Events.

The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1 Presentation Made at Annual Shareholder’s Meeting on December 9, 2015

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused and authorized this report to be signed on its behalf by the undersigned.

Dated: December 14, 2015

Tengasco, Inc.
By:	/s/ Michael J. Rugen
	Michael J. Rugen,
	Chief Executive Officer

Exhibit 99.1

99.1 Presentation Made at Annual Shareholder’s Meeting

The following visual presentation was made by Michael J. Rugen, CEO, at the Annual Shareholder’s Meeting on December 9, 2015.

EX-99.1

Exhibit 99.1

 Annual Shareholders MeetingDecember 9, 2015  TENGASCO, INC.  1 

 Annual Shareholders Meeting – December 9, 2015Outline of Presentation   Introduction of Directors and OfficersForward Looking StatementsSignificant Activities Since The Last Shareholders MeetingExploration Play UpdateOil PricesCapital Spending and Drilling ResultsKansas ProductionBorrowings on Credit FacilityFinancial ReviewNine months ended September 30, 2015 and 2014Year ended December 31, 2014 and 2013OutlookResults of VotingShareholder Questions  2 

 Annual Shareholders Meeting – December 9, 2015Directors and Officers   Peter SalasDirector, Chairman of the Board, member of the Exploration CommitteeElected to the Board in 2002 and as Chairman of the Board in 2004Matt BehrentDirector, Chairman of the Audit Committee, member of the Compensation CommitteeElected to the Board in 2007Hugh BrooksDirector, Chairman of the Compensation Committee, member of the Exploration CommitteeElected to the Board in 2010Rich ThonDirector, member of the Audit Committee, member of the Compensation CommitteeElected to the Board in 2013Mike RugenCFO since 2009 and Interim CEO since 2013Cary SorensenVP, General Counsel, and Corporate Secretary since 1999  3 

 Forward Looking StatementsExcept for the historical information contained in this review, the matters discussed in this presentation are forward-looking statements within the meaning of applicable securities laws, that are based upon current expectations. Important factors that could cause actual results to differ materially from those in the forward-looking statements include risks inherent in drilling activities, the timing and extent of changes in commodity prices, unforeseen engineering and mechanical or technological difficulties in drilling wells, availability of drilling rigs and other services, land issues, federal and state regulatory developments and other risks more fully described in the Company’s filings with the U.S. Securities and Exchange Commission (SEC).  4 

 Annual Shareholders Meeting – December 9, 2015Significant Activities Since The Last Shareholders Meeting  Continued to lease additional acreage outside the Central Kansas UpliftContinued to evaluate opportunities (primarily in Kansas and surrounding states)Current inventoryCorporateAcquisition of producing propertiesAcreageNon-operated opportunitiesWhile we reviewed numerous opportunities, we believe many seller’s expectations are still excessive, but we anticipate that continued low price environment and leverage will create opportunities for attractive transactions in the coming yearDebt levels remain low$7.8 million borrowing base$734K drawn at 12/31/2014$670K drawn at 12/9/2015Salary reductions for all employees and directors’ compensation reductions$135K reduction so far this year ($155K on an annualized basis)  5 

 Annual Shareholders Meeting – December 9, 2015Update on Acreage Outside Central Kansas Uplift  In December 2013, leased approximately 4,100 acresIn 2014, shot seismic over originally lease acreageIn 2014, renewed approximately 1,900 acres of the original 4,100 acresDrilled a dry hole in December 2014, although dry, we were able to tie into our seismicLeased an additional 7,600 acres during 2014 and 2015 (total of approximately 9,500 currently leased)Will take advantage of current low seismic cost and begin shooting seismic in December 2015 over the newly leased acreageDiscussing opportunity with potential partners in order to share cost and risk, and maintain more debt capacity for acquisitionsPlan to drill in the second quarter of 2016 – drilling plans will be dependent on locations we are able to identify from seismic, as well as oil prices at that timeTo date the Company has invested $1.4 million in this project  6 

 Annual Shareholders Meeting – December 9, 2015Capital Spending and Drilling / Polymer Results($ Thousands)   YTD Est. FY 2014 Sep. 2015 2015Capital Spending (includes accruals): Drilling 2,520 174 174 Recompletions 209 75 75 Polymers 175 - - Leasehold 648 90 90 Seismic 277 21 151 MMC 204 - - Other 58 118 118 Total Capital Spending 4,091 478 608Drilling and Polymers: Wells Drilled 10 (1 well started in Nov 2013) 1 1 Wells Completed 5 - - Polymers Performed 2 - - Convert to SWD 2 1 1 Recompletions 3 1 1  7 

 Annual Shareholders Meeting – December 9, 2015Average Monthly Oil Price Received($ per barrel)  8 

 Annual Shareholders Meeting – December 9, 2015Average Daily Kansas Gross Oil Production For Selected Months(Barrels)  9 

 Annual Shareholders Meeting – December 9, 2015Bank Borrowings – Quarter End Balance($ Thousands)  10 

 Annual Shareholders Meeting – December 9, 2015Financial Summary($ Thousands, except per share data, sales volumes, and price per barrel)  9 Months Ended September 30, * 2015 2014 Change PercentRevenues 4,958 11,108 (6,150) (55.4)%Production cost and taxes (3,223) (4,769) 1,546 32.4%DD&A (2,082) (2,217) 135 6.1%General & administrative (1,557) (2,062) 505 24.5%Impairment (non-cash charge) 7,189 - (7,189) Net income from operations (9,093) 2,060 (11,153) (541.4)%Interest expense (70) (78) 8 10.3%Gain on sale of assets 38 34 4 11.8%Tax expense 3,572 (789) 4,361 552.7%Net income (loss) (5,553) 1,227 (6,780) (552.6)%Net income (loss) per share – Basic and Diluted $ (0.09) $ 0.02 $ (0.11) (550.0)%Net Sales Volumes (MBbl) 101.0 114.9 (13.9) (12.1)%Oil Price ($/Bbl) $ 44.65 $ 92.90 $ (48.25) (51.9)%* Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.  11 

 Annual Shareholders Meeting – December 9, 2015Production Cost and Taxes & General and Administrative($ Thousands, except cost per barrel)  9 Months Ended September 30, * 2015 2014 Change PercentProduction Cost and Taxes:Kansas (2,930) (3,976) 1,046 26.3%Methane Facility (293) (407) 114 28.0%Other - (386) 386 100.0%Total Production Cost and Taxes (3,223) (4,769) 1,546 32.4%Kansas Cost Per Barrel (using net sales volumes) $ (29.01) $ (34.60) $ 5.59 16.2%General and Administrative:Payroll and Directors’ Compensation (688) (869) 181 20.8%Accounting, Consulting, Legal, and Engineering Services (418) (430) 12 2.8%Office, Relocation and Staffing Costs (51) (307) 256 83.4%Other (400) (456) 56 12.3% Total General and Administrative (1,557) (2,062) 505 24.5%* Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.  12 

 Annual Shareholders Meeting – December 9, 2015Financial Summary – Continuing Operations($ Thousands, except per share data, sales volumes, and price per barrel)  Year Ended December 31, 2014 2013 Change PercentRevenues 13,788 15,700 (1,912) (12.2)%Production cost and taxes (5,994) (5,524) (470) (8.5)%DD&A (3,030) (2,912) (118) (4.1)%General & administrative (2,707) (2,059) (648) (31.5)%Impairment (non-cash charge) (2,796) - (2,796) Net income from operations (739) 5,205 (5,944) (115.2)%Interest expense (88) (357) 269 75.4%Gain on sale of assets 33 118 (85) (72.0)%Tax expense 6 (2,010) 2,016 100.3%Net income from continuing operations (788) 2,956 (3,744) (126.7)%Loss from discontinued operations, net of tax benefit _ - (137) 137 100.0%Net income (loss) (788) 2,819 (3,607) (128.0)%Net income (loss) per share – Basic and Diluted Continuing operations (0.01) 0.05 (0.06) (120.0)% Discontinued operations (0.00) 0.00Net Sales Volumes (MBbl) 153.5 166.2 (12.7) (7.6)%Oil Price ($/Bbl) $ 86.05 $ 91.03 $ (4.98) (5.5)%  13 

 Annual Shareholders Meeting – December 9, 2015Outlook  Company anticipates prices to remain low during 2016Company will continue to manage our borrowing levelsContinue to identify and evaluate opportunities (increasing efforts outside of Kansas)Current inventoryCorporateAcquisition of producing propertiesAcreageNon-operated opportunitiesExploration Committee comprised of Directors Salas and Brooks was formed to more actively assist management in the identification and evaluation of opportunitiesProduction Cost & General and AdministrativeNo bonuses will be paid to corporate and office personnel this yearWhen wells go down and require repairs we won’t do the work at this time unless it is economic to do soContinue to review personnel, services and the service providers we use to determine if there are cost effective alternativesWill continue to monitor personnel levels and compensation, but believe further cuts would impede our ability to source and evaluate growth opportunities  14 

 Annual Shareholders Meeting – December 9, 2015  The Company’s management and Board of Directors want to thank all of our employees and their families for their dedication and contribution to Tengasco. We also want to thank the shareholders for your continued support. We hope to see you again next year at our Shareholder Meeting in 2016  15 

 Annual Shareholders Meeting – December 9, 2015  Results of Voting  16 

 Annual Shareholders Meeting – December 9, 2015  Shareholder QuestionsPlease state your name and confirm you are a shareholder of the Company  17