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 6, 2024
Date of Report (Date of earliest event reported)
Zion Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-33228 | | 20-0065053 |
| (Commission File Number) | | (IRS Employer
Identification No.) |
12655 North Central Expressway, Suite 1000, Dallas, TX 75243
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 214-221-4610
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 5, 2024, Zion Oil & Gas, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 and by virtual Zoom Webinar. As of April 8, 2024, the record date for the 2024 Annual Meeting, there were 730,304,892 shares of common stock issued and outstanding. A quorum of common stockholders, present in person or by proxy, representing 464,573,067 shares of common stock was present at the 2024 Annual Meeting. The final voting results of the 2024 Annual Meeting are set forth below.
| 1. | Proposal to elect Class I Directors to serve until the 2027 Annual Meeting of Stockholders. |
The Company’s common stockholders elected each of the Company’s five nominees for Class I Directors to serve a term of three years to expire at the 2027 Annual Meeting of stockholders or until their respective successors are duly elected and qualified, as set forth below:
| Name | | Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| Kent Siegel | | 300,765,133 | | 13,839,984 | | 9,092,207 | | 140,875,741 |
| | | | | | | | | |
| Sarah Caygill | | 299,955,349 | | 15,597,987 | | 8,143,988 | | 140,875,741 |
| | | | | | | | | |
| Javier Mazon | | 299,112,992 | | 16,984,690 | | 7,599,643 | | 140,875,741 |
| | | | | | | | | |
| Jeffrey Moskowitz | | 307,157,044 | | 9,791,986 | | 6,748,294 | | 140,875,741 |
| | | | | | | | | |
| John Brown | | 307,696,119 | | 10,764,226 | | 5,236,980 | | 140,875,741 |
| 2. | Proposal to ratify the appointment of RBSM, LLP. as the Company’s auditors for the year ending December 31, 2024. |
The Company’s common stockholders ratified the appointment of RBSM, LLP., as the Company’s auditors for the year ending December 31, 2024, as follows:
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 442,732,544 | | 10,099,757 | | 11,740,764 | | 0 |
| 3. | Proposal to approve an Amendment for an additional number of shares of common stock available under the 2021 Omnibus Incentive Plan for employees, directors and consultants reserving for issuance thereunder an additional twenty (20) million shares of Common Stock and thereby increasing the number of shares the Company is authorized to issue thereunder from 38,823,555 shares to 58,823,500 shares. |
The Company’s common stockholders approved an Amendment for an additional number of shares of common stock available under the 2021 Omnibus Incentive Plan for employees, directors and consultants reserving for issuance thereunder an additional twenty (20) million shares of Common Stock and thereby increasing the number of shares the Company is authorized to issue thereunder from 38,823,555 shares to 58,823,500 shares as set forth below:
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 267,223,281 | | 50,269,862 | | 6,204,182 | | 140,875,741 |
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 6, 2024 | |
| | |
| Zion Oil and Gas, Inc. | |
| | | |
| By: | /s/ Robert Dunn | |
| | Robert Dunn | |
| | Chief Executive Officer | |
