-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QCbxMuiVVc2OH4s0EXucahl2jgV4UYKpyHlPmIW4Jfv1DQ4D+HcyfRpQ4Wy2uRxY d5FTx6tqxi/+2g2GpcH35w== 0000950123-10-024480.txt : 20100315 0000950123-10-024480.hdr.sgml : 20100315 20100315103548 ACCESSION NUMBER: 0000950123-10-024480 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100311 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100315 DATE AS OF CHANGE: 20100315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PANHANDLE OIL & GAS INC CENTRAL INDEX KEY: 0000315131 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731055775 STATE OF INCORPORATION: OK FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31759 FILM NUMBER: 10679992 BUSINESS ADDRESS: STREET 1: 5400 NW GRAND BLVD STREET 2: GRAND CENTRE STE 210 CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 BUSINESS PHONE: 4059481560 MAIL ADDRESS: STREET 1: 5400 N GRAND BLVD STREET 2: GRAND CENTRE STE 300 CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 FORMER COMPANY: FORMER CONFORMED NAME: PANHANDLE ROYALTY CO DATE OF NAME CHANGE: 19920703 8-K 1 d71529e8vk.htm FORM 8-K e8vk
 
 
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) March 15, 2010 (March 11, 2010)
PANHANDLE OIL AND GAS INC.
(Exact name of registrant as specified in its charter)
         
OKLAHOMA   001-31759   73-1055775
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
     
5400 North Grand Blvd.,
Suite 300
Oklahoma City, OK

(Address of principal executive offices)
  73112
(Zip code)
(405) 948-1560
(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:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act
 
 

 


 

ITEM 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
On March 11, 2010, Panhandle Oil and Gas Inc.’s board of directors promoted Paul F. Blanchard, Jr. to Senior Vice President, Chief Operating Officer of the Company. Prior to joining Panhandle in January 2009 as Vice President, Chief Operating Officer, Mr. Blanchard was employed by Range Resources Corporation as Vice President of the Mid-Continent Business Unit in Oklahoma City. Mr. Blanchard holds a B.S. degree in petroleum engineering from the University of Oklahoma and has over twenty-seven years experience in the Mid-Continent area.
ITEM 5.07   Submission of Matters to a Vote of Security Holders
Panhandle Oil and Gas Inc. (the “Company”) held its annual meeting (the “The Annual Meeting”) of shareholders on March 11, 2010 at the Waterford Marriott in Oklahoma City, Oklahoma. A quorum consisting of approximately 74% of the Company’s Class A Common Stock issued and outstanding was represented either in person or by proxy. At the Annual Meeting the Company’s shareholders voted on proposals to: (1) elect Dr. Bruce M. Bell, Robert O. Lorenz and Robert E. Robotti as directors to serve for three year terms; (2) approve of the Panhandle Oil and Gas Inc. 2010 Restricted Stock Plan; and (3) ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ended September 30, 2010. The voting results of the proposals are as follows:
                                         
    For     Against     Withheld     Abstentions     Broker Non-Votes  
Proposal #1 — Election of Three Directors:
                                       
Dr. Bruce M. Bell
    4,431,430       N/A       81,417       N/A       1,611,378  
Robert O. Lorenz
    4,430,213       N/A       82,634       N/A       1,611,378  
Robert E. Robotti
    4,390,142       N/A       122,705       N/A       1,611,378  
 
                                       
Proposal #2 — Approval of the Panhandle Oil and Gas Inc. 2010 Restricted Stock Plan:
                                       
Totals
    3,702,428       719,456       N/A       90,963       1,611,378  
 
                                       
Proposal #3 — Ratification of Selection of Independent Registered Public Accounting Firm:
                                       
Totals
    6,050,552       42,350       N/A       31,323       -0-  
ITEM 7.01   Regulation FD Disclosures
On March 12, 2010 the Company issued a press release announcing Results of Annual Shareholders’ Meeting which included the management change. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 to Form 8-K, the information contained in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for the 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 


 

ITEM 9.01   Financial Statements and Exhibits
(d) Exhibits
         
Exhibit    
Number   Description
  99.1    
Press Release issued by Panhandle Oil and Gas Inc., dated March 12, 2010

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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.
         
  PANHANDLE OIL AND GAS INC.
 
 
  By:   /s/ Michael C. Coffman    
    Michael C. Coffman,   
    President and CEO   
 
     DATE: March 15, 2010

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EXHIBIT INDEX
         
Exhibit    
Number   Description
  99.1    
Press Release issued by Panhandle Oil and Gas Inc., dated March 12, 2010

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EX-99.1 2 d71529exv99w1.htm EX-99.1 exv99w1
EXHIBIT 99.1
PANHANDLE OIL AND GAS INC.
Results of Annual Shareholders’ Meeting
OKLAHOMA CITY, OK— PANHANDLE OIL AND GAS INC. (NYSE-PHX) The Company’s shareholders, at their annual meeting on March 11, 2010 in Oklahoma City, Oklahoma, re-elected three incumbent directors to additional three-year terms. They are: Bruce M. Bell of Oklahoma City, Oklahoma, Robert O. Lorenz of Edmond, Oklahoma and Robert E. Robotti of New York, New York. In addition, the shareholders approved the Panhandle Oil and Gas Inc. 2010 Restricted Stock Plan and ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2010.
At the Board of Directors’ meeting following the shareholders’ meeting, Paul F. Blanchard, Jr. was promoted to Sr. Vice President and will continue to serve as Chief Operating Officer. Mr. Blanchard joined Panhandle in January 2009 and has been instrumental in further evaluating and understanding the Company’s position in its unconventional natural gas plays. Mr. Blanchard holds a B.S. degree in petroleum engineering from the University of Oklahoma and has over twenty-seven years experience in the Mid-Continent area.
Panhandle Oil and Gas Inc. (NYSE-PHX) is engaged in the exploration for and production of natural gas and oil.
Additional information on the Company can be found on the internet at www.panhandleoilandgas.com <http://www.panhandleoilandgas.com/> .
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