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
| Date of Report (Date of earliest event reported): | | December 13, 2023 |
| NEW CONCEPT ENERGY, INC. |
| (Exact Name of Registrant as Specified in its Charter) |
Nevada | 000-08187 | 75-2399477 |
(State or other
jurisdiction of incorporation) | (Commission
File No.) | (I.R.S. Employer
Identification No.) |
| | | |
1603 LBJ Freeway, Suite 300 Dallas, Texas | 75234 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | | 972-407-8400 |
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 30.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2) |
| ¨ | 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 | Name of Each Exchange on which Registered |
| Common Stock, par value $0.01 | GBR | 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).
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. ¨
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders
On December 13, 2023, the Annual Meeting of Stockholders of New Concept Energy, Inc. (“Company” or the “Registrant”) was called to be held, following a solicitation of proxies, pursuant to a Notice of Annual Meeting and related Proxy Statement, dated November 6, 2023, distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act. On the record date of November 3, 2023, a total of 5,131,934 shares of Common Stock and 559 shares of Series B Preferred Stock was outstanding, with each share entitled to cast one vote.
At the meeting, proxies representing at least 2,600,699 shares (50.68% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 5,131,934 shares of Common Stock, 3,717,861 shares (72.44%) are held in DTC/CEDE accounts.
At the Annual Meeting, which involved the election of directors, the following named persons received the number of votes for, against or withheld, as well as the number of abstentions (broker non-votes were not reported):
| Name | | No. of Votes
For | | Of Shares
Voted, % For | | No. of Votes
Withheld | | No. of Votes
Abstained | | Broker Non-
Votes |
| Gene S. Bertcher | | 1,741,453 | | 33.93% | | 173 | | 8,832 | | -0- |
| Richard W. Humphrey | | 1,741,831 | | 33.94% | | -0- | | 8,607 | | -0- |
| Dan Locklear | | 1,731,399 | | 33.73% | | -0- | | 19,059 | | -0- |
| Cecelia Maynard | | 1,705,819 | | 33.23% | | -0- | | 44,639 | | -0- |
| Raymond D. Roberts, Sr. | | 1,703,653 | | 33.19% | | -0- | | 46,805 | | -0- |
All of the nominees named above, each of whom is currently a director of the Company at such Annual Meeting.
The second matter presented at the Annual Meeting was the ratification of the appointment of Swalm & Associates, P.C. as the independent registered public accounting firm for the Registrant for the fiscal year ending December 31, 2023, and any interim period. A total of 2,600,699 votes were cast FOR, 29,812 votes were cast AGAINST, and 5,680 votes ABSTAINED from voting with respect to such proposal. There were no broker non-votes. On the basis of such votes, the second proposal was approved.
The Annual Meeting of the Board of Directors was held in the day, December 13, 2023. At such meeting, Gene S. Bertcher was reelected Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: December 13, 2023
| | NEW CONCEPT ENERGY, INC. |
| | |
| | |
| | By: | /s/Gene S. Bertcher |
| | | Gene S. Bertcher, President and Chief
Financial Officer |
3
