FALSE000138419512/3100013841952023-05-252023-05-25
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: May 25, 2023
(Date of earliest event reported)
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RING ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
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001-36057 |
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90-0406406 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1725 Hughes Landing Blvd., Suite 900
The Woodlands, TX 77380
(Address of principal executive offices) (Zip Code)
(281) 397-3699
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.001 par value |
REI |
NYSE American |
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; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 of this Current Report on Form 8-K, on May 25, 2023, at the 2023 annual meeting of stockholders (the “Meeting”) of Ring Energy, Inc. (the “Company”), the Company's stockholders approved the Company’s proposal for the election of nine individuals to serve as directors of the Company for one-year terms expiring on the date of the annual meeting of stockholders in 2024 or until their respective successors are elected and qualified.
As described in Item 5.07 of this Current Report on Form 8-K, on May 25, 2023, at the Meeting, the Company’s stockholders approved and adopted an amendment (the “Plan Amendment”) to the Ring Energy, Inc. 2021 Omnibus Incentive Plan (the “Plan”) to increase the shares available under the Plan by 6.0 million shares of common stock, $0.001 par value per share (the “Common Stock”). A copy of the Plan Amendment is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Meeting, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Articles of Incorporation of the Company to increase the authorized shares of Common Stock from 225 million to 450 million. A copy of the Charter Amendment as filed with the Secretary of State of the State of Nevada is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Meeting was held on May 25, 2023, at which the Company’s stockholders voted on the proposals identified below. These proposals were described in detail in the Company’s definitive Proxy Statement for the Meeting filed with the Securities and Exchange Commission on April 21, 2023.
At the close of business on March 28, 2023, the record date for the Meeting, 180,627,484 shares of Common Stock were issued and outstanding and entitled to vote at the Meeting. Stockholders owning a total of 138,658,322 shares of Common Stock were represented at the meeting, which represented approximately 76.8% of the shares of the Common Stock outstanding as of the record date for the Meeting.
Proposal 1 - Election of Directors
Each of the nine nominees for director was duly elected by the Company’s stockholders, with votes as follows:
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| Nominee |
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For |
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Withheld |
| Roy I. Ben-Dor |
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105,419,893 |
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4,063,535 |
| John A. Crum |
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97,481,503 |
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12,001,925 |
| David A. Habachy |
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105,418,736 |
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4,064,692 |
| Richard E. Harris |
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97,613,643 |
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11,869,785 |
| Paul D. McKinney |
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98,937,033 |
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10,546,395 |
| Thomas L. Mitchell |
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99,022,787 |
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10,460,641 |
| Anthony B. Petrelli |
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97,154,900 |
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12,328,528 |
| Regina Roesener |
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97,235,634 |
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12,247,794 |
| Clayton E. Woodrum |
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99,045,590 |
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10,437,838 |
Proposal 2 – Vote on Increase in Authorized Shares
The stockholders approved the Charter Amendment to increase the authorized shares of Common Stock from 225 million to 450 million by the following vote:
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| For |
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Against |
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Abstentions |
| 116,624,496 |
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21,868,772 |
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165,054 |
Proposal 3 – Vote on Increase in Shares Available Under the Plan
The stockholders approved the Plan Amendment to increase the shares available under the Plan by 6.0 million shares of Common Stock by the following vote:
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| For |
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Against |
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Abstentions |
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Broker Non-Votes |
| 84,096,104 |
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25,167,105 |
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220,219 |
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29,174,894 |
Proposal 4 - Advisory Vote on Executive Compensation
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the following vote:
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| For |
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Against |
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Abstentions |
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Broker Non-Votes |
| 81,343,019 |
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27,765,971 |
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374,438 |
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29,174,894 |
Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2023 by the following vote:
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| For |
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Against |
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Abstentions |
| 134,180,343 |
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3,778,316 |
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699,663 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this Current Report on Form 8-K:
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| Exhibit No. |
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Description |
| 3.1 |
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| 10.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within the 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.
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RING ENERGY, INC.
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Date: |
May 26, 2023 |
By: |
/s/ Travis T. Thomas |
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Travis T. Thomas |
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Chief Financial Officer |
EX-10.1
3
exhibit101ringamendmentno1.htm
EX-10.1
Document
Exhibit 10.1
Amendment No. 1 to the Ring Energy, Inc. 2021 Omnibus Incentive Plan
This Amendment No. 1 to the Ring Energy, Inc. 2021 Omnibus Incentive Plan (as amended, the “Plan”) was approved and adopted by the Board of Directors of Ring Energy, Inc. (the “Company”) on April 10, 2023, subject to approval by the stockholders of the Company, which was obtained on May 25, 2023. Accordingly, the Plan is hereby amended, effective as of May 25, 2023, as follows:
1.Section 4(a) of the Plan is hereby deleted in its entirety and replaced with the following:
“(a) Subject to Section 5 of the Plan, the number of Shares that are reserved and available for issuance pursuant to Awards granted under the Plan is the sum of (i) 15,900,000 Shares, which includes 341,155 Shares that are reserved but unissued under the Prior Plan, and (ii) any Shares under the Prior Plan subject to awards that, after the Effective Date, are forfeited, terminated, lapsed or satisfied thereunder in cash or property other than Shares. The maximum number of Shares that may be issued pursuant to Options intended to be Incentive Stock Options is 15,900,000.”
In all other respects, the Plan remains unchanged and in full force and effect.
IN WITNESS WHEREOF, this Amendment No. 1 to the Plan has been executed to be effective as of May 25, 2023.
RING ENERGY, INC.
By: __/s/ Paul D. McKinney__
Name: Paul D. McKinney
Title: Chief Executive Officer
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