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):  October 12, 2012

WORTHINGTON ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-52590	20-1399613
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

220 Montgomery Street #1094, San Francisco, CA 94104

(Address of principal executive offices)

Registrant’s telephone number, including area code: (775) 588-5390

Copy of correspondence to:

Richard A. Friedman, Esq.

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Tel:  (212) 930-9700   Fax:  (212) 930-9725

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 October 12, 2012, the Company held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved two proposals. The proposals are described in detail in its proxy statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, on September 10, 2012.

Proposal 1

The Company’s stockholders elected five individuals to the Board of Directors as set forth below:

Name	Votes For		Votes Withheld		Broker Non-Votes
Charles F. Volk, Jr.		78,027,677		33,138,872		89,789,375
Anthony Mason		107,250,255		3,916,294		89,789,375
Clifford W. Henry		107,121,755		4,044,794		89,789,375
Paul Jordan		107,121,755		4,044,794		89,789,375
Warren Rothouse		102,431,396		8,735,153		89,789,375

Proposal 2

The Company’s stockholders ratified the appointment of Hansen, Barnett & Maxwell, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, as set forth below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
180,862,493	17,395,272	1,698,159	-

Proposal 3

The Company’s stockholders rejected the Worthington Energy, Inc. 2012 Incentive Stock Option Plan, as set forth below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
95,824,301	12,246,021	3,096,227	88,789,375

Proposal 4

The Company’s stockholders approved an amendment to the Company’s articles of incorporation to effect a one-for-ten reverse split of the Company’s common stock, as set forth below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
155,119,441	44,788,508	47,973	2

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Proposal 5

The Company’s stockholders rejected an amendment to the Company’s articles of incorporation to increase the Company’s authorized shares of common stock from 500,000,000 to 1,000,000,000, as set forth below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
119,366,413	79,864,872	100,437	624,202

ITEM 8.01                      Other Events.

On October 15, 2012, the Company issued the press release relating to the results of the annual shareholder meeting discussed in Item 5.07 above. A copy of the press release that discusses this matter is filed as Exhibit 99.01 to, and incorporated by reference in, this report. The information in this Item 8.01 of this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Item 8.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.

ITEM 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
99.1	Press Release, dated October 15, 2012, issued by Worthington Energy, Inc.

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SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WORTHINGTON ENERGY, INC.
Date:  October 15, 2012	By: /s/ ANTHONY MASON
	Anthony Mason
	Chief Executive Officer

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EX-99.1

Exhibit 99.1

Worthington Energy Reports on Annual Shareholders Meeting

Press Release: Monday, October 15, 2012

SAN FRANCISCO, Oct. 15, 2012 /PRNewswire/ -- Worthington Energy, Inc. (OTC Bulletin Board: WGAS) (WGAS) ("Worthington" or the "Company"), an energy company engaged in the acquisition, exploration, development and drilling of oil and natural gas properties, reports a successful conclusion for its shareholder’s meeting held last week in New York City.

On October 12, 2012, the Company held its annual meeting of stockholders, at which two proposals were approved. First, the Company’s stockholders elected five individuals to the Board of Directors. Additionally, the Company’s stockholders ratified the appointment of Hansen, Barnett & Maxwell, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

“Another positive development to come out of the shareholders meeting was the decision not to increase the total authorized shares,” stated Worthington Energy, Inc. President & CEO, Mr. Tony Mason, “as we determined that it was not in the best interest of the Company.” More information about the Shareholders meeting will be included in the Company’s Form 8-K, which will be filed with the Securities and Exchange Commission on October 15, 2012. “With the meeting now behind us, we are eager to return our full focus to our I-1 Well production and increasing our shareholder’s value.”

About Worthington

Worthington engages in the acquisition, exploration, development and drilling of oil and natural gas properties. Worthington is an energy turnaround company whose strategy is to acquire cash flow producing properties with proved and probable reserves, develop the fields by reworking existing wells and drilling new wells. Worthington was founded in 2004 and is based in San Francisco, CA. More information can be found on Worthington Energy, Inc. by visiting the Company's website at www.wenergyinc.com.

Safe Harbor

Certain statements in this press release regarding strategic plans, expectations and objectives for future operations or results are "forward-looking statements" as defined by the Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements, including the risks discussed in the Company's annual report on Form 10-K and the Company's other filings with the Securities and Exchange Commission. Factors that could cause differences include, but are not limited to, history of losses; speculative nature of oil and natural gas exploration, particularly in the Mustang Island and Vermillion 179 formations on which the Company is focused; substantial capital requirements and ability to access additional capital; ability to meet the drilling schedule; changes in tax regulations applicable to the oil and natural gas industry; results of acquisitions; relationships with partners and service providers; ability to acquire additional leasehold interests or other oil and natural gas properties; defects in title to the Company's oil and natural gas interests; ability to manage growth in the Company's business; ability to control properties that the Company does not operate; lack of diversification; competition in the oil and natural gas industry; global financial conditions; oil and natural gas realized prices; ability to market and distribute oil and natural gas produced; seasonal weather conditions; government regulation of the oil and natural gas industry, including potential regulations affecting hydraulic fracturing and environmental regulations such as climate change regulations; uninsured or underinsured risks; and material weakness in internal accounting controls. The forward-looking statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise.

Contact

Surety Financial Group, LLC

410-833-0078

Source: Worthington Energy, Inc.