0001564590-19-006650.txt : 20190307 0001564590-19-006650.hdr.sgml : 20190307 20190307100327 ACCESSION NUMBER: 0001564590-19-006650 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190305 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 FILED AS OF DATE: 20190307 DATE AS OF CHANGE: 20190307 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: 19664585 BUSINESS ADDRESS: STREET 1: 5400 N GRAND BLVD STREET 2: GRAND CENTRE STE 300 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 phx-8k_20190305.htm 8-K phx-8k_20190305.htm

 

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 7, 2019 (March 5, 2019)

 

PANHANDLE OIL AND GAS INC.

(Exact name of registrant as specified in its charter)

 

OKLAHOMA

001-31759

73-1055775

(State or other jurisdiction

(Commission File Number)

(I.R.S.  Employer

of incorporation)

 

Identification No.)

 

 

 

5400 North Grand Blvd.,

 

 

Suite 300

 

 

Oklahoma City, OK

 

73112

(Address of principal executive offices)

 

(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:

 

☐     Written communications pursuant to Rule 425 under the Securities Act

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐     Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act

☐     Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act

 

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).

Emerging growth company☐

 

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.☐

________________________________________________________________________

 

 

 

ITEM 5.02    Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers

 

As previously announced, on July 23, 2018, Robert O. Lorenz retired from Panhandle Oil and Gas Inc.’s board of directors after serving on the board since 2003.  

 

 

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 5, 2019, at The Oklahoma History Center in Oklahoma City, Oklahoma.  A quorum consisting of approximately 86% 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 the following proposals: (1) election of Robert E. Robotti and Christopher T. Fraser as directors to serve three-year terms; (2) ratification of selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year ended September 30, 2019; and (3) advisory vote on executive compensation.  Voting results of the proposals are as follows:

 

 

Proposal #1 – Election of two directors for a term of three years:

 

 

 

For

 

 

Against

 

 

Withheld

 

 

Abstentions

 

 

Broker Non-Votes

 

Robert E. Robotti

 

 

11,662,977

 

 

N/A

 

 

 

296,747

 

 

N/A

 

 

 

2,482,154

 

Christopher T. Fraser

 

 

11,555,491

 

 

N/A

 

 

 

404,233

 

 

N/A

 

 

 

2,482,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal #2 – Ratification of selection of Independent Registered Public Accounting Firm:

 

 

 

For

 

 

Against

 

 

Withheld

 

 

Abstentions

 

 

Broker Non-Votes

 

Totals

 

 

14,296,877

 

 

 

102,375

 

 

N/A

 

 

 

42,626

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal #3 – Advisory vote on executive compensation:

 

 

 

For

 

 

Against

 

 

Withheld

 

 

Abstentions

 

 

Broker Non-Votes

 

Totals

 

 

11,486,441

 

 

 

358,097

 

 

N/A

 

 

 

115,186

 

 

 

2,482,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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/ Paul F. Blanchard Jr.

 

 

 

Paul F. Blanchard Jr.,

 

 

 

President and CEO

 

 

 

 

DATE:

March 7, 2019