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
June 11, 2013
Date of Report (Date of earliest event reported)
Zion Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33228 | 20-0065053 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6510 Abrams Road, Suite 300, Dallas, TX 75231
(Address of Principal Executive Offices)
214-221-4610
Registrant’s telephone number, including area code
(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 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 June 11, 2013, Zion Oil & Gas, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting") at the Westin Galleria Hotel in Dallas, Texas. As of April 16, 2013, the record date for the 2013 Annual Meeting, there were 32,771,210 shares of common stock issued and outstanding. A quorum of common stockholders, present in person or by proxy, representing 24,070,365 shares of common stock was present at the 2013 Annual Meeting. The final voting results of the 2013 Annual Meeting are set forth below.
| 1. | Proposal to Elect Class II Directors to Serve until the 2016 Annual Meeting of Stockholders. |
The Company’s common stockholders elected each of the Company’s three nominees for Class II Directors to serve a term of three years to expire at the 2016 Annual Meeting of stockholders or until their respective successors are duly elected and qualified, as set forth below:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Robert Render | 5,011,995 | 190,985 | 18,867,385 | |||
| Justin Furnace | 5,028,707 | 174,273 | 18,867,385 | |||
| Gene Scammahorn | 5,042,199 | 160,781 | 18,867,385 |
| 2. | Proposal to ratify the appointment of MaloneBailey, LLP. as the Company's auditors for the year ending December 31, 2013. |
The Company’s common stockholders ratified the appointment of MaloneBailey, LLP. , as the Company's auditors for the year ending December 31, 2013, as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 23,434,572 | 171,240 | 464,553 | 0 |
| 3. | Proposal to approve, in a nonbinding advisory vote, the compensation of the Company’s named executive officers. |
The Company’s common stockholders approved, in a nonbinding and advisory vote, the compensation of its named executive officers as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2013 for the 2013 Annual Meeting Proxy Statement, as set forth below:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 4,717,896 | 336,606 | 148,478 | 18,867,385 |
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
None
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 hereto duly authorized.
| Date: June 14, 2013 | |||||
| Zion Oil and Gas, Inc. | |||||
| By: | /s/ John M. Brown | ||||
| John M. Brown | |||||
| Chief Executive Officer | |||||
