|
|
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
|
|
||
(Address of principal executive offices)
|
(Zip Code)
|
(
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading symbol(s)
|
Name of each
exchange on which registered
|
|
|
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
●
|
the Registrant terminates Mr. Stepp’s employment without cause,
|
●
|
Mr. Stepp resigns with good reason,
|
●
|
Mr. Stepp’s employment ends due to his death or disability, or
|
●
|
there is a change of control of the Registrant,
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
1.
|
The stockholders voted to re-elect the following directors by the votes set forth below:
|
|
Number of Shares
|
|||
Nominee |
For
|
Withheld
|
Broker Non-Votes
|
|
Lee W. Boyer
|
952,765
|
22,133
|
383,289
|
|
Keith Duplechin
|
912,855
|
62,043
|
383,289
|
|
Daniel J. Englander
|
913,462
|
61,436
|
383,289
|
|
Max H. Hart
|
953,173
|
21,725
|
383,289
|
|
Lane T. LaMure
|
952,948
|
21,950
|
383,289
|
|
Eugene T. Minvielle, IV
|
953,148
|
21,750
|
383,289
|
|
William Gray Stream
|
952,364
|
22,534
|
383,289
|
|
Mary Leach Werner
|
913,424
|
61,474
|
383,289
|
2.
|
The stockholders voted to approve, in a non-binding advisory vote pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the compensation of the Registrant’s Named Executive Officers, as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the compensation tables and narrative disclosures, in the Registrant’s definitive proxy statement filed on April 1, 2022, by the votes set forth below:
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
895,446
|
62,959
|
16,493
|
383,289
|
3.
|
The stockholders voted to ratify the selection of MaloneBailey LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2022, by the votes set forth below:
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
1,338,052
|
914
|
19,221
|
0
|
4.
|
The stockholders did not approve a proposal to amend the Registrant’s Restated Articles of Incorporation to increase the Registrant’s authorized common stock to 100 million shares, by the votes set forth below. Approval of the proposal required the affirmative vote of a majority of the shares outstanding.
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
789,389
|
181,521
|
3,988
|
383,289
|
5.
|
The stockholders did not approve a proposal to amend the Registrant’s Restated Articles of Incorporation to authorize 5 million shares of preferred stock, by the votes set forth below. Approval of the proposal required the affirmative vote of a majority of the shares outstanding.
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
784,069
|
186,781
|
4,048
|
383,289
|
6.
|
The stockholders voted to approve the proposal to adjourn the annual meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were insufficient votes to adopt any of the above proposals, by the votes set forth below. Although the two proposals to amend the Registrant’s Restated Articles of Incorporation to increase the number of shares of authorized common stock and to authorize preferred stock did not have sufficient votes to pass, the Registrant’s Board of Directors determined not to move to adjourn the meeting to a later date to solicit additional votes in favor of these proposals.
|
For
|
Against
|
Abstain
|
Broker Non-Vote
|
1,210,033
|
134,767
|
13,387
|
0
|
Item 7.01
|
Regulation FD Disclosure.
|
Item 9.01
|
Financial Statements and Exhibits.
|
Exhibit
No. |
Description
|
|
10.1+
|
||
10.2+
|
||
99.1
|
||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
CKX LANDS, INC. | ||||||
(Registrant) | ||||||
Date: May 9, 2022
|
By:
|
/s/ William Gray Stream
|
||||
William Gray Stream
President
|