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): August 31, 2023
PEDEVCO CORP. |
(Exact name of registrant as specified in its charter) |
Texas | 001-35922 | 22-3755993 | ||
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) |
575 N. Dairy Ashford, Suite 210 Houston, Texas |
| 77079 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (713) 221-1768
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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value per share | PED | 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).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Restricted Stock and Option Awards
On August 31, 2023, PEDEVCO Corp. (the “Company”, “we” and “us”) granted (i) 125,000 shares of restricted Company common stock under the Company’s 2021 Equity Incentive Plan (the “Plan”) to Mr. John Scelfo, our Chairman, which shares vest on July 12, 2024, and (ii) 85,000 shares of restricted Company common stock under the Plan to Mr. H. Douglas Evans, a member of the Board of Directors, which shares vest on September 27, 2024, in each case subject to the recipient of the shares being a member of the Company’s Board of Directors on such vesting date, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into by and between the Company and each recipient. These restricted stock awards were issued and granted in consideration for Messrs. Scelfo and Evans serving as non-employee directors of the Company.
The foregoing description of the Restricted Shares Grant Agreements set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof. A copy of the form of Restricted Shares Grant Agreement for the awards granted on August 31, 2023, is attached as Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission (“SEC”) on September 1, 2021 and is incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 31, 2023, the Company held its 2023 Annual Meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders (i) elected three director nominees, (ii) approved, on an advisory basis, the appointment of Marcum LLP, as the Company’s independent registered public accounting firm for the 2023 fiscal year, and (iii) approved, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers for 2023.
A total of 67,021,171 shares of common stock were present in person or by proxy and represented at the Annual Meeting, which shares constituted a quorum (a majority of the outstanding shares of the Company entitled to vote) based on 87,040,267 shares entitled to vote at the Annual Meeting as of the July 3, 2023 record date for the Annual Meeting. At the Annual Meeting, the Company’s shareholders voted on the following proposals described in greater detail in the Definitive Proxy Statement on Schedule 14A which the Company filed with the Securities and Exchange Commission on July 13, 2023 (the “Proxy Statement”) and summarized below. This Form 8‑K should be read in connection with the Proxy Statement. There was no solicitation in opposition to management’s nominees as listed in its proxy statement and all such nominees were elected as directors.
The results of the voting for each of the proposals were as follows:
1. Election of Directors:
| For |
| Withheld |
| Abstain |
| Broker Non-Votes |
John J. Scelfo | 65,740,937 |
| 586,162 |
| -0- |
| 694,072 |
Simon Kukes | 66,050,965 |
| 276,134 |
| -0- |
| 694,072 |
H. Douglas Evans | 64,259,169 |
| 2,067,930 |
| -0- |
| 694,072 |
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2. Ratification of the appointment of Marcum LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2023:
For: |
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| 66,845,552 |
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Against: |
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| 174,521 |
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Abstain: |
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| 1,098 |
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Broker Non-Votes: |
| -0- |
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3. To approve, by non-binding vote, the compensation of the Company’s named executive officers:
For: |
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| 66,011,704 |
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Against: |
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| 292,108 |
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Abstain: |
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| 23,287 |
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Broker Non-Votes: |
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| 694,072 |
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As such, each of the three (3) director nominees were duly appointed to the Board of Directors by a plurality of the votes cast (there was no solicitation in opposition to management’s nominees as listed in its proxy statement), each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal, and proposals 2 and 3 were separately approved and ratified by the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on, and who voted for, against, or expressly abstained with respect to, each such proposal, notwithstanding the fact that proposal 3 was non-binding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
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| PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares Grant Agreement (2) | |
104 |
| Inline XBRL for the cover page of this Current Report on Form 8-K |
| (1) | Filed on September 1, 2021, as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 1, 2021 and incorporated herein by reference (File No. 001-35922). |
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| (2) | Filed on September 1, 2021, as Exhibit 99.3 to the Company’s Registration on Form S-8 and incorporated herein by reference (File No. 333-259248). |
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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.
| PEDEVCO CORP. |
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| By: | /s/ Dr. Simon Kukes |
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| Dr. Simon Kukes |
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| Chief Executive Officer |
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Date: August 31, 2023
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