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): May 20, 2019
LILIS ENERGY, INC.
(Exact name of registrant as specified in its charter)
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| | | | |
| | | | | |
| Nevada | | 000-35330 | | 74-3231613 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
1800 Bering Drive, Suite #510
Houston, TX 77057
(Address of principal executive office, including zip code)
(817) 585-9001
(Registrant’s telephone number, including area code)
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 Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicated 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 [ ]
Securities registered pursuant to Section 12(b) of the Act |
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| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | LLEX | NYSE American |
Item 5.07 Submission of Matters to a Vote of Security Holders.
Lilis Energy, Inc. (the “Company”) held its Annual Meeting on May 20, 2019, in Houston, Texas (the “Annual Meeting”), for the following purposes: (1) to elect nine directors to the Board of Directors of the Company, each to serve until the 2020 annual meeting, (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers, (3) to ratify the selection of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2019, and (4) to approve the issuance of shares of the Company’s common stock issuable upon conversion of all shares of the Company’s Series E Preferred Stock pursuant to the Transaction Agreement, dated as of March 5, 2019, between the Company and The Värde Fund VI-A, L.P., Värde Investment Partners, L.P., The Värde Fund XI (Master), L.P., Värde Investment Partners (Offshore) Master, L.P., The Värde Skyway Fund, L.P., The Värde Skyway Mini-Master Fund, L.P. and The Värde Fund XII (Master), L.P (the “Värde Parties). Each of these proposals is more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 10, 2019.
The results of the matters voted upon at the Annual Meeting are as follows:
Proposal 1 – Election of Directors:
Each of the nine nominees for director was duly elected by the stockholders, with votes as follows:
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| | | | | | | | | | | | | | | | | | |
| Nominee | | Votes
For | | | Votes
Withheld | | Broker
Non-Votes | |
| Nuno Brandolini | | | 75,550,507 | | | 11,743,332 | | 15,617,902 | |
| R. Glenn Dawson | | | 77,705,566 | | | 9,588,273 | | 15,617,902 | |
| John Johanning | | | 75,771,803 | | | 11,522,036 | | 15,617,902 | |
| Markus Specks | | | 74,701,863 | | | 12,591,976 | | 15,617,902 | |
| Michael G. Long | | | 79,958,558 | | | 7,335,281 | | 15,617,902 | |
| Mark Christensen | | | 73,613,148 | | | 13,680,691 | | 15,617,902 | |
| Nicholas Steinsberger | | | 79,958,975 | | | 7,334,864 | | 15,617,902 | |
| David M. Wood | | | 79,923,836 | | | 7,370,003 | | 15,617,902 | |
| Ronald D. Ormand | | | 79,859,201 | | | 7,434,638 | | 15,617,902 | |
Proposal 2 – Approval, on a Non-binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers:
The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, by the stockholders, with votes as follows:
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| | | | | | | | | | | | |
Votes
For | | Votes
Against | | Votes
Abstain | | Broker
Non-Vote |
| 71,664,021 | | 15,588,485 | | 41,333 | | 15,617,902 |
Proposal 3 – Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm:
The selection of BDO USA, LLP as the Company’s independent registered public accounting firm, for the year ending December 31, 2019, was ratified by the Company’s stockholders, with votes as follows:
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| | | | |
Votes
For | | Votes Against | | Votes
Abstain |
| 94,968,298 | | 7,878,811 | | 64,632 |
Proposal 4 – Approval of the issuance of shares of the Company’s common stock issuable upon conversion of all shares of the Company’s Series E Preferred Stock pursuant to the Transaction Agreement, dated as of March 5, 2019, between the Company and the Värde Parties:
The issuance of shares of the Company’s common stock issuable upon conversion of all shares of the Company’s Series E Preferred Stock pursuant to the Transaction Agreement dated as of March 5, 2019, between the Company and the Värde Parties, was approved by the Company’s stockholders, with votes as follows:
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| | | | | | | | | | | |
Votes
For | | Votes
Against | | Votes
Abstain | | Broker
Non-Vote |
| 75,436,853 | | 11,734,646 | | 122,340 | | 15,617,902 |
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: May 23, 2019 LILIS ENERGY, INC.
By: /s/ Joseph Daches
Joseph Daches
President, Chief Financial Officer and Treasurer
