UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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):
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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).
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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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Item 5.07 Submission of Matters to a Vote of Security Holders.
Ring Energy, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) in Midland, Texas, on December 15, 2020. As of the record date of November 4, 2020, the Company had 81,668,600 shares of common stock outstanding. A total of 68,619,704 shares (84%) were present at the 2020 Annual Meeting by proxy or in person.
The following matters, detailed descriptions of which are contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 9, 2020 (the “2020 Proxy Statement”), were voted on at the 2020 Annual Meeting:
| (1) | Election of seven directors to serve on the Company’s Board of Directors until the 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified; |
| (2) | Non-binding advisory vote to approve the compensation of the Company’s named executive officers; and |
| (3) | Ratification of the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. |
The Company’s stockholders approved proposals (1), (2), and (3) listed above. The following tables provide the results of each voting proposal:
Proposal 1 – Election of Directors.
The Company’s stockholders voted to elect Paul D. McKinney, Anthony B. Petrelli, Clayton E. Woodrum, Regina Roesener, Thomas L. Mitchell, John A. Crum, and Richard E. Harris as directors of the Company. The votes for each were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Paul D. McKinney | 30,889,368 | 9,492,099 | 28,238,237 | |||||||||
| Anthony B. Petrelli | 30,758,067 | 9,623,400 | 28,238,237 | |||||||||
| Clayton E. Woodrum | 30,782,351 | 9,599,116 | 28,238,237 | |||||||||
| Regina Roesener | 30,824,186 | 9,557,281 | 28,238,237 | |||||||||
| Thomas L. Mitchell | 30,754,096 | 9,627,371 | 28,238,237 | |||||||||
| John A. Crum | 30,750,355 | 9,631,112 | 28,238,237 | |||||||||
| Richard E. Harris | 30,754,734 | 9,626,733 | 28,238,237 | |||||||||
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation.
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 2020 Proxy Statement. The results of the vote on the proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 28,863,021 | 11,026,017 | 492,428 | 28,238,237 |
Proposal 3 – Ratification of the Appointment of Eide Bailly LLP as the Company’s Auditors for the Fiscal Year Ending December 31, 2020.
The Company’s stockholders ratified the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The results of the vote on the proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 57,857,918 | 9,747,017 | 1,014,769 | - |
| Item 7.01 | Regulation FD Disclosure |
On December 15, 2020, the Company issued a press release announcing the results of the proxy vote for the 2021 Board of Directors. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01, including the attached Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
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Exhibit No. |
Title of Document |
| 99.1 | Press Release, dated December 15, 2020. |
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 16, 2020 | By: | /s/ William R. Broaddrick |
| William R. Broaddrick | ||
| Chief Financial Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
| December 15, 2020 | NYSE American: REI |
RING ENERGY, INC., ANNOUNCES RESULTS OF PROXY VOTE
FOR THE 2021 BOARD OF DIRECTORS
Company Provides Proxy Results for Seven Directors
Midland, TX. December 15, 2020 – Ring Energy, Inc. (NYSEAM: REI) (“Ring”) (“Company”) announced today its shareholders voted decisively to approve Mr. Paul D. McKinney as Chairman of the Board of Directors as well as all six independent directors to the Board. Collectively, all seven directors were elected to serve another one-year term which will end on the date of the 2021 Annual Meeting of Stockholders, or at such time as their successors are duly elected and qualified.
Mr. Paul D. McKinney, Ring’s Chief Executive Officer and Chairman of the Board commented, “I am humbled and inspired by the trust and support Ring’s stockholders have placed in me and the independent directors that serve with me. These six directors are men and women of impeccable character and each brings unique abilities and strengths to this Board. Their prior experience and success in varying industries will lend a high degree of diversity, insight, and wisdom as we work together to enhance shareholder value.”
About Ring Energy, Inc.
Ring Energy, Inc. is an oil and gas exploration, development, and production company with current operations in Texas and New Mexico.
www.ringenergy.com
Safe Harbor Statement
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve a wide variety of risks and uncertainties, and include, without limitations, statements with respect to the Company’s strategy and prospects. Such statements are subject to certain risks and uncertainties which are disclosed in the Company’s reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2019, its Form 10Q for the quarter ended September 30, 2020 and its other filings with the SEC. Readers and investors are cautioned that the Company’s actual results may differ materially from those described in the forward-looking statements due to a number of factors, including, but not limited to, the Company’s ability to acquire productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties, general economic conditions both domestically and abroad, and the conduct of business by the Company, and other factors that may be more fully described in additional documents set forth by the Company.
For further information contact:
David A. Fowler, President
Ring Energy, Inc.
(432) 682-7464
Bill Parsons
K M Financial, Inc.
(702) 489-4447
Cover |
Dec. 15, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 15, 2020 |
| Entity File Number | 001-36057 |
| Entity Registrant Name | Ring Energy, Inc. |
| Entity Central Index Key | 0001384195 |
| Entity Tax Identification Number | 90-0406406 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 901 West Wall St. 3rd Floor |
| Entity Address, City or Town | Midland |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 79701 |
| City Area Code | 432 |
| Local Phone Number | 682-7464 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | REI |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |