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): June 19, 2018
TRANSATLANTIC PETROLEUM LTD. |
(Exact name of registrant as specified in its charter) |
Bermuda | 001-34574 | None |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
incorporation) | | Identification No.) |
| | |
16803 Dallas Parkway Addison, Texas | | 75001 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (214) 220-4323
(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)) |
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 5.07Submission of Matters to a Vote of Security Holders.
TransAtlantic Petroleum Ltd. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on June 19, 2018, to (i) elect six directors to the board of directors, each for a one-year term (“Proposal 1”), and (ii) appoint PMB Helin Donovan, LLP (“PMB”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 (“Proposal 2”). For more information about the foregoing proposals, see the Company’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2018 (the “Proxy Statement”), and the Company’s definitive additional materials, filed with the SEC on June 13, 2018 (the “Additional Proxy Materials”).
The table below shows the final results of the voting at the Annual Meeting:
| | | | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
Proposal 1 | | | | | | | | | | | | | | | | | | | |
N. Malone Mitchell 3rd | | | | | | 21,421,174 | | | | 370,039 | | | | 32,471 | | | | 12,408,241 | |
Bob G. Alexander | | | | | | 21,375,464 | | | | 389,931 | | | | 58,289 | | | | 12,408,241 | |
Brian E. Bailey | | | | | | 21,377,443 | | | | 387,952 | | | | 58,289 | | | | 12,408,241 | |
Charles J. Campise | | | | | | 21,376,188 | | | | 387,942 | | | | 59,554 | | | | 12,408,241 | |
Gregory K. Renwick | | | | | | 21,281,418 | | | | 483,977 | | | | 58,289 | | | | 12,408,241 | |
Mel G. Riggs | | | | | | 20,216,677 | | | | 1,548,353 | | | | 58,654 | | | | 12,408,241 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
Proposal 2 | | | | | | 33,764,273 | | | | 392,149 | | | | 75,503 | | | 0 | |
As described in the Additional Proxy Materials, on June 12, 2018, PMB notified the Company that, because of reasons unrelated to the Company, PMB decided that it will no longer provide audit services to public companies, including the Company, and will no longer seek re-appointment as the Company’s independent registered public accounting firm for the year ending December 31, 2018. As a result of this notification, Proposal 2 became moot.
Item 7.01 Regulation FD Disclosure.
On June 21, 2018, the Company issued a press release announcing the final results of the voting at the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8-K in such a filing
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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.
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Date: | June 21, 2018 | | |
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| | TRANSATLANTIC PETROLEUM LTD. |
| | | |
| | By: | /s/ Chad D. Burkhardt |
| | | Chad D. Burkhardt |
| | | Vice President, General Counsel and Corporate Secretary |
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