UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2014
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CAMAC Energy Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-34525 | 30-0349798 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1330 Post Oak Blvd., Suite 2250, Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
(713) 797-2940
(Registrant's telephone number, including area code)
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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) |
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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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 29, 2014, following the 2014 annual meeting of the stockholders (the “Annual Meeting”) of CAMAC Energy Inc. (the “Company”), J. Kent Friedman, one of the Company’s directors, notified the Company’s Board of Directors (the “Board”) that he would retire from the Board effective as of May 30, 2014. Mr. Friedman has confirmed that his retirement as a director is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Friedman’s retirement, the Board decreased the size of the Board to seven directors.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 29, 2014, the Company held its Annual Meeting. At the Annual Meeting, five items were submitted to the stockholders for a vote: (i) the election of eight directors to the Board, each to serve until the next annual meeting of stockholders of the Company or until such person shall resign, be removed or otherwise leave office (the “Election of Directors”); (ii) the proposal to ratify the appointment of Grant Thornton LLP, independent registered public accounting firm, as the Company’s auditors for fiscal year 2014 (the “Auditor Ratification”); (iii) the proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value $0.001 per share, within a range of 1-for-3 to 1-for-6 as will be selected by the Board prior to the time of filing a certificate of amendment with the Delaware Secretary of State, subject to the Board’s authority to abandon such amendment (the “Reverse Stock Split Amendment”); (iv) the proposal to amend the Certificate of Incorporation to reduce, proportionately to the split ratio selected by the Board pursuant to the Board’s authority under the Reverse Stock Split Amendment, the total number of shares of common stock that the Company is authorized to issue, subject to the Board’s authority to abandon such amendment (the “Reduction Amendment”) and (v) a non-binding, advisory vote on the compensation of the Company’s management (the “Say-on-Pay Vote”).
There were no solicitations in opposition to the Board’s solicitations. Out of a total of 1,078,098,876shares of common stock outstanding and eligible to vote on May 1, 2014, 1,004,638,169 shares of common stock (93.19%) were present at the meeting in person or by proxy. The proposals and the final results of the stockholder vote are set forth below:
Election of Directors
The individuals nominated for election to the Board at the Annual Meeting were Dr. Kase Lukman Lawal, Dr. Lee Patrick Brown, William J. Campbell, J. Kent Friedman, John Hofmeister, Ira Wayne McConnell, Hazel R. O’Leary and Dr. Daniel M. Matjila. Except for Dr. Daniel M. Matjila, each of the nominees for election to the Board was a director at the time of the Annual Meeting.
The following nominees were elected as directors by the votes indicated below for a term that will expire on the date of the Company’s 2015 annual meeting of the stockholders.
Nominee | For | Withheld | Broker Non-Vote |
Dr. Kase Lukman Lawal | 935,523,598 | 1,346,648 | 67,767,923 |
Dr. Lee Patrick Brown | 935,863,115 | 1,007,131 | 67,767,923 |
William J. Campbell | 935,901,428 | 968,818 | 67,767,923 |
J. Kent Friedman | 935,817,470 | 1,052,776 | 67,767,923 |
John Hofmeister | 935,911,175 | 959,071 | 67,767,923 |
Ira Wayne McConnell | 935,830,879 | 1,039,367 | 67,767,923 |
Hazel R. O’Leary | 935,803,595 | 1,066,651 | 67,767,923 |
Dr. Daniel M. Matjila | 935,894,863 | 975,383 | 67,767,923 |
Auditor Ratification
The Auditor Ratification was approved by the votes indicated below.
For | Against | Abstain |
1,002,882,722 | 890,585 | 864,862 |
Reverse Stock Split Amendment
The Reverse Stock Split Amendment was approved by the votes indicated below.
For | Against | Abstain |
990,592,126 | 13,189,658 | 856,385 |
Reduction Amendment
The Reduction Amendmentwas approved by the votes indicated below.
For | Against | Abstain |
989,506,083 | 11,761,760 | 3,370,326 |
Say-on-Pay Vote
The Say-on-Pay Vote was approved by the votes indicated below.
For | Against | Abstain | Broker Non-Vote |
932,470,079 | 4,014,374 | 385,793 | 67,767,923 |
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.
Dated: June 4, 2014 | | CAMAC Energy Inc. | |
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| | /s/ Earl W. McNiel | |
| | Earl W. McNiel | |
| | Senior Vice President and | |
| | | Chief Financial Officer | |
