UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | September 8, 2011 |
Syntroleum Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-34490 | 73-1565725 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 5416 S. Yale Avenue, Suite 400, Tulsa, Oklahoma | 74135 | |
| _________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 918-592-7900 |
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 (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))
Explanatory Note
This Amendment No. 1 on Form 8-K/A to the Current Report of Syntroleum Corporation (the “Company”) on Form 8-K, initially filed with the Securities and Exchange Commission on September 12, 2011 (the “Original filing”), is filed pursuant to paragraph (d) of Item 5.07 of Form 8-K for the purpose of disclosing the frequency with which the Company’s Board of Directors will solicit an advisory vote from stockholders on the compensation of the registrant’s named executive officers. Other than Item 5.07 as described above, no item of the Original Filing has been updated , and such items remain in effect as of the filing date of the Original Filing. This Amendment No. 1 does not purport to provide an update or a discussion of any developments of the Company subsequent to the filing date of the Original Filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(b) Voting Results.
Our 2011 annual meeting of stockholders was held on September 8, 2011. Set forth below are the results of the voting with respect to each matter acted upon at the meeting.
| Votes Withheld/ | ||||||||||||||||||||
| Matter Acted Upon | Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||||||||||
Election of Directors: | ||||||||||||||||||||
| Alvin R. Able, Jr. | 37,796,272 | — | 1,095,947 | 46,652,480 | ||||||||||||||||
| Edward G. Roth | 37,676,459 | — | 1,215,760 | 46,652,480 | ||||||||||||||||
| Ratification of the appointment of HoganTaylor LLP as our independent public accountants for the 2011 fiscal year | 84,457,973 | 751,894 | 334,832 | — | ||||||||||||||||
| Advisory vote on compensation of named executive officers | 36,789,657 | 1,840,475 | 262,087 | 46,652,480 | ||||||||||||||||
| 1 YR. | 2 YR. | 3 YR. | Abstain | Broker Non-Votes | ||||||||||||||||
| Frequency of advisory vote on the compensation of named executive officers | 31,054,179 | 433,295 | 7,004,626 | 400,119 | 46,652,480 | |||||||||||||||
Consistent with the Board of Director’s intention set forth in the Company’s definitive proxy statement for the 2011 Annual Meeting of Stockholders and in light of the voting results with respect to Proposal 4 discussed above, the Board of Directors has determined to hold an annual stockholder advisory vote to approve the compensation of the Company’s named executive officers, commencing with its 2012 annual meeting of stockholders, and continuing thereafter until such time that the frequency vote is next presented to stockholders or until the Board of Directors determines otherwise.
Robert B. Rosene, Jr., Frank M. Bumstead, P. Anthony Jacobs, and James R. Seward all continued as directors of Syntroleum.
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.
| Syntroleum Corporation | ||||
| November 15, 2011 | By: | /s/ Karen L. Power | ||
| Name: Karen L. Power | ||||
| Title: Sr. Vice President/Principal Financial Officer | ||||
