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): July 20, 2011
GASCO ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada | | 001-32369 | | 98-0204105 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
8 Inverness Drive East, Suite 100, Englewood, Colorado (Address of principal executive offices) | | 80112
(Zip Code) |
Registrant’s telephone number, including area code (303) 483-0044
N/A
(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 5.07 — Submission of Matters to a Vote of Security Holders.
On July 20, 2011, the Gasco Energy, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on May 23, 2011, the record date for the Annual Meeting, 127,017,415 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were issued and outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the Company’s stockholders and the final voting results for each such matter are set forth below.
PROPOSAL ONE: ELECTION OF DIRECTORS
The Company’s stockholders voted to elect the following persons as directors to serve for terms of one year until the next annual meeting and until their successors have been elected and qualified. The voting results were as follows:
Name | | Votes For | | Votes Withheld | | Non-Votes | |
Richard J. Burgess | | 25,274,127 | | 2,851,319 | | 79,168,165 | |
Charles B. Crowell | | 25,278,489 | | 2,846,957 | | 79,168,165 | |
W. King Grant | | 25,774,962 | | 2,350,484 | | 79,168,165 | |
Richard S. Langdon | | 25,304,367 | | 2,821,079 | | 79,168,165 | |
John A. Schmit | | 25,310,667 | | 2,814,779 | | 79,168,165 | |
Steven D. (Dean) Furbush | | 25,303,367 | | 2,822,079 | | 79,168,165 | |
PROPOSAL TWO: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
The Company’s stockholders recommended the compensation of the Company’s Named Executive Officers. The non-binding voting results were as follows:
Votes For | | Votes Against | | Abstain | | Non-Votes | |
22,584,802 | | 5,242,520 | | 298,124 | | 79,168,165 | |
PROPOSAL THREE: NON-BINDING ADVISORY VOTE ON THE FREQUENCY (EVERY ONE, TWO OR THREE YEARS) WITH WHICH AN ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS SHOULD BE HELD
The Company’s stockholders recommended the frequency of future advisory votes on compensation of the Company’s Named Executive Officers every one year. The non-binding voting results were as follows:
1 Year | | 2 Years | | 3 Years | | Abstain | | Non-Votes | | Uncast | |
22,450,887 | | 403,812 | | 5,023,318 | | 247,389 | | 79,168,165 | | 40 | |
In light of the results on the advisory vote on the frequency of future advisory votes on compensation of Named Executive Officers, and consistent with the Board’s recommendation,
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the Board has determined that the Company will hold advisory votes on compensation of Named Executive Officers every year until the next required stockholder vote regarding the frequency of future advisory votes on compensation of Named Executive Officers, or until the Board otherwise determines that a different frequency for such advisory vote is in the best interest of the Company.
PROPOSAL FOUR: APPROVAL OF THE GASCO ENERGY, INC. 2011 LONG-TERM INCENTIVE PLAN
The Company’s stockholders voted to approve the Gasco Energy, Inc. 2011 Long-Term Incentive Plan. The voting results were as follows:
Votes For | | Votes Against | | Abstain | | Non-Votes | |
22,897,840 | | 4,869,795 | | 357,811 | | 79,168,165 | |
PROPOSAL FIVE: RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011
The Company’s stockholders voted to ratify the appointment of KPMG LLP as the Company’s independent auditors for the year ending December 31, 2011. The voting results were as follows:
Votes For | | Votes Against | | Abstain | | Non-Votes | |
101,357,908 | | 5,084,879 | | 850,824 | | 0 | |
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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.
| Gasco Energy, Inc. |
| |
Date: July 25, 2011 | By: | /s/ W. King Grant |
| Name: W. King Grant |
| Title: President and Chief Executive Officer |
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