SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.02 (d) Election of New Director.
On July 8, 2024, Mr. John Seery retired from the Board of Directors, who had been on the Board since September 1, 2018. Mr. Brown recommended to the Nominating and Corporate Governance Committee Dr. Lee Russell to fill the vacancy of Mr. Seery. During the Board meeting on September 16, 2024, the Nominating and Corporate Governance Committee recommended to the Board the nomination of Dr. Lee Russell as a Class II director to fill the vacancy of Mr. Seery on October 1, 2024. Pursuant to Section 13 of Article III of the Bylaws of the Company, a vacancy on the Board of Directors may be filled by a majority of the directors then in office and the director so chosen shall hold office until the next annual election of the Class. By motion and vote by the Board, Dr. Lee Russell was elected to fill the vacancy as a Class II director effective October 1, 2024. As an employee, he will not serve on any independent board committees.
Dr. Russell, age 76, previously served on the Board from May 1, 2017 to June 8, 2022 and prior he has been an independent Geoscience Consultant with the Company since August of 2012. He has over 41 years of industry experience in research and exploration positions with Shell Oil Co., Arco, and Sun Oil, as well as in his own exploration pursuits and consultancy. Projects have ranged from domestic exploration in the Gulf of Mexico, Rocky Mountains, and Alaska, to international projects in East and West Africa, North Sea, Norway, Onshore China, New Zealand, Papua New Guinea, and Newfoundland. He is a published author of many scientific articles and served as a Panel Chair and Co-Author of a National Research Council study on “Solid Earth Sciences and Society.” He received his BA in Geology from Ohio Wesleyan University in 1970, and MSc and PhD degrees in Geology and Geophysics from Texas Tech University in 1972 and 1977. He is a member of the American Association of Petroleum Geologists, serving two terms as Associate Editor, and is a Fellow of the Geological Society of America.
There are no arrangements or understandings between Dr. Russell and any other person pursuant to which he was elected to the Board, and there are no relationships between Dr. Russell and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
For his services on the Board, Dr. Russell will be compensated as an employee director. Dr. Russell will be a Class II director up for reelection at the 2025 annual stockholders meeting.
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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 hereto duly authorized.
| Date: September 17, 2024 | ||
| Zion Oil and Gas, Inc. | ||
| By: | /s/ Robert Dunn | |
| Robert Dunn | ||
| Chief Executive Officer | ||
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