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): June 17, 2010

Pyramid Oil Company

(Exact name of registrant as specified in its charter)

California	001-32989	94-0787340
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2008 – 21st Street Bakersfield, California	93301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (661) 325-1000

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 (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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     The discussion in Item 5.07 pertaining to the amendment of the Restated Articles of Incorporation and Amended and Restated Bylaws of Pyramid Oil Company (“Pyramid Oil”) is incorporated by reference into this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

     On June 17, 2010, Pyramid Oil held its annual meeting of shareholders (the “Annual Meeting”). Based upon the record date of April 30, 2010, 4,677,728 shares of common stock were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 4,061,132 such shares were present in person or represented by proxy.

     At the Annual Meeting, the shareholders of Pyramid Oil:

• Approved an amendment to Pyramid Oil’s Restated Articles of Incorporation and Amended and Restated Bylaws to change the authorized number of directors from a fixed number of seven to a minimum number of four and a maximum number of seven directors, with the initial number of authorized directors to be four, and to delete references in the Restated Articles of Incorporation to Pyramid Oil’s principal place of business;

• Elected four persons to serve as directors of Pyramid Oil until the 2011 annual meeting of shareholders; and

• Approved the selection of SingerLewak LLP as Pyramid Oil’s independent registered public accounting firm for the year ending December 31, 2010.

     The proposals summarized above are discussed in detail in Pyramid Oil’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2010. Exhibit 3.1 attached hereto and incorporated herein is a copy of Pyramid Oil’s new Restated Articles of Incorporation, and Exhibit 3.2 attached hereto and incorporated herein is a copy of the newly amended Article II, Section C of Pyramid Oil’s Amended and Restated Bylaws.

     The following are the voting results with respect to each proposal submitted for a vote of the shareholders at the Annual Meeting:

(1) Amendment to Pyramid Oil’s Restated Articles of Incorporation and Amended and Restated Bylaws

For	Against		Abstain		Broker Non-Votes
3,754,713		303,349		3,070		0

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(2) Election of Four Directors

Nominee	For		Withheld		Broker Non-Votes
John H. Alexander		703,608		203,351		3,154,173
Michael D. Herman		817,600		89,359		3,154,173
Gary L. Ronning		819,711		87,248		3,154,173
John E. Turco		821,965		84,994		3,154,173

(3) Approval of the selection of SingerLewak LLP as Pyramid Oil’s independent registered public accounting firm for the year ending December 31, 2010

For	Against		Abstain		Broker Non-Votes
3,088,496		108,729		863,907		0

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
Exhibit 3.1	Restated Articles of Incorporation of Pyramid Oil Company
Exhibit 3.2	Amendment to Article II, Section C of the Amended and Restated Bylaws of Pyramid Oil Company

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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.

	Pyramid Oil Company
June 22, 2010	By:	/s/ John H. Alexander
		Name:	John H. Alexander
		Title:	Chief Executive Officer

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EX-3.1

Exhibit 3.1

Restated Articles of Incorporation of Pyramid Oil Company

     FIRST: The name of the Corporation is, and shall be, Pyramid Oil Company.

     SECOND: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

     THIRD: The Corporation shall have perpetual existence.

     FOURTH: The authorized number of directors of the Corporation shall be not less than four (4) nor more than seven (7), and the exact number of directors within those limits shall be four (4) unless and until the exact number of directors is changed from time to time, within such specified limits, by a resolution which is duly adopted by the Board of Directors or by the shareholders of the Corporation.

     FIFTH: The Corporation is authorized to issue two classes of stock, with no par value, designated Common Stock and Preferred Stock. The total number of shares that the Corporation is authorized to issue is 60,000,000. The number of shares of Common Stock that the Corporation is authorized to issue is 50,000,000, and the number of shares of Preferred Stock that the Corporation is authorized to issue is 10,000,000. The holders of the Common Stock or Preferred Stock shall have no preemptive rights to subscribe for or purchase any shares of any class of stock of the Corporation, whether now or hereafter authorized. The Board of Directors of the Corporation is authorized to: (i) determine the number of series into which shares of Preferred Stock may be divided; (ii) determine or alter the designations, rights, preferences, privileges, qualifications, limitations and restrictions granted to or imposed upon any unissued Preferred Stock or any wholly unissued series of Preferred Stock or any holders thereof; and (iii) fix the number of shares of each such series and increase or decrease, within the limits stated in any resolution of the Board of Directors originally fixing the number of shares constituting any series (but not below the number of such shares then outstanding), the number of shares of any such series subsequent to the issuance of shares of that series.

     SIXTH: The Corporation elects to be governed by all of the provisions of Division 1 of Title 1 of the California Corporations Code (as amended by act of the California Legislature, 1975–976 Regular Session, effective January 1, 1977, as defined in Section 2300 of the California General Corporation Law) not otherwise applicable to this corporation under Chapter 23 of said Division 1.

     SEVENTH: The liability of directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the Corporation and its shareholders.

EX-3.2

Exhibit 3.2

Article II, Section C of the Amended and Restated Bylaws of Pyramid Oil Company

     Section C. Number of Directors.

     The authorized number of directors of the Corporation shall be not less than four (4) nor more than seven (7), and the exact number of directors within those limits shall be four (4) unless and until the exact number of directors is changed from time to time, within such specified limits, by a resolution which is duly adopted by the Board.