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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): May 10, 2023
GENIE ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
1-35327
(Commission File Number)
| Delaware | 45-2069276 | |
(State
or other jurisdiction |
(IRS
Employer |
| 520 Broad Street
Newark, New Jersey |
07102 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973) 438-3500
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class B common stock, par value $.01 per share | GNE | New York Stock Exchange | ||
| Series 2012-A Preferred stock, par value $.01 per share | GNE.PRA | New York Stock Exchange |
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 5.07 Submission of Matters to a Vote of Security Holders.
(a) Genie Energy Ltd.’s (the “Company”) Annual Meeting of Stockholders was held on May 10, 2023 (the “Meeting”). Stockholders voted on the matters set forth below.
(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.
The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | |||||||||||||||
| Howard S. Jonas | 6,336,396 | 99,193 | 35,718 | 0 | 98.46 | |||||||||||||||
| Joyce Mason | 6,420,454 | 15,098 | 35,215 | 0 | 99.77 | |||||||||||||||
| W. Wesley Perry | 5,966,879 | 466,802 | 37,086 | 0 | 92.74 | |||||||||||||||
| Alan B. Rosenthal | 5,983,416 | 450,278 | 37,073 | 0 | 93.00 | |||||||||||||||
| Allan Sass | 6,154,073 | 279,609 | 37,085 | 0 | 95.65 | |||||||||||||||
(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the 2021 Stock Option and Incentive Plan that, among other things, increased the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 500,000.
The number of votes cast with respect to this matter was as follows:
| Votes For | Votes Against | Broker Non-Vote | % Votes For | |||
| 5,927,395 | 543,372 | 0 | 91.65 |
Item 7.01 Regulation FD Disclosure.
On May 16, 2023, the Company issued the attached release (the “Press Release”) relating to the Company’s redemption of all outstanding shares of its Series 2012-A Preferred Stock. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.
Item 8.01 Other Events.
The information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Document | |
| 99.1 | Press Release, dated May 16, 2023. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document |
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.
| GENIE ENERGY LTD. | |||
| By: | /s/ Michael Stein | ||
| Name: | Michael Stein | ||
| Title: | Chief Executive Officer | ||
Dated: May 16, 2023
Exhibit Index
Exhibit No. |
Document | |
| 99.1 | Press Release, dated May 16, 2023. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document |
3
Exhibit 99.1
Genie Energy Announces Full Redemption of Its Preferred Stock
NEWARK, NJ – May 16, 2023: Genie Energy Ltd., (NYSE: GNE, GNEPRA), (“Genie Energy”) a leading retail energy and renewable energy solutions provider, announced that its Board of Directors has approved the redemption of all outstanding shares of its Series 2012-A Preferred Stock (CUSIP: 372284307) (“Preferred Stock”).
On June 16, 2023 (the “Redemption Date”}, Genie Energy will exercise its right to redeem all 748,064 outstanding shares of its Preferred Stock for $8.50 per share, together with an amount equal to all dividends accrued and unpaid up to, but not including, the Redemption Date.
Michael Stein, CEO of Genie Energy, commented, “The redemption of our remaining outstanding Preferred Stock reflects our strong financial position - with over $105 million in cash and cash equivalents, over $142 million in working capital, and no debt as of March 31, 2023. With the proven cash generative power of our retail energy supply business, and our expectations that both our retail and renewable energy businesses will create significant shareholder value, holders of our our common stock are best served by the retirement of this expensive preferred instrument.”
The aggregate redemption payment amount will be approximately $6.4 million, plus the aggregate accrued but unpaid dividend amount.
Following the redemption, there will be no shares of Genie Energy Preferred Stock outstanding, all rights of Preferred Stockholders will terminate, and the Preferred Stock (currently listed on the NYSE with the symbol GNEPRA) will no longer trade.
The notice of redemption and related materials will be mailed to holders of record of Series 2012-A Preferred Stock as of May 16, 2023. As specified in the notice of redemption, payment of the applicable redemption price will be made only upon presentation and surrender of the certificates representing the Preferred Stock to the redemption agent, American Stock Transfer & Trust Company, LLC.
Questions regarding the redemption of the Series A Preferred Stock may be directed to the company’s redemption agent:
American Stock Transfer & Trust Company, LLC Genie Energy Ltd., (NYSE: GNE, GNEPRA) is a retail energy and renewable energy solutions provider.
6201 15th Avenue
Brooklyn, NY 11219
Attention: Corporat Actions
Tel.: (800) 937-5449
(718) 921-8317
In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate, “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in our most recent report on SEC Form 10-K (under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K. We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.
About Genie Energy
The Genie Retail Energy division supplies electricity, including electricity from renewable resources, and natural gas to residential and small business customers in the United States. The Genie Retail Energy International division supplies customers in selected markets in Europe. The Genie Renewables division is a vertically-integrated provider of commercial, community, and utility-scale solar energy solutions. For more information, visit Genie.com.
Genie Energy Investor Relations Contact:
Brian Siegel IRC, MBA
Senior Managing Director
Hayden IR
(346) 396-8696
brian@haydenir.com
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