Genie Energy (GNE) 8-K Submission of Matters to a Vote of Security Holders

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 8, 2019

GENIE ENERGY LTD.

(Exact name of registrant as specified in its charter)

Delaware	1-35327	45-2069276
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

520 Broad Street Newark, New Jersey	07102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 438-3500

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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))

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. ☐

Securities registered pursuant to Section 12(b)-2 of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class B common stock, par value $0.1 per share	GNE	New York Stock Exchange
Series 2012-A Preferred stock, par value $0.1 per share	GNE-PA	New York Stock Exchange

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) Genie Energy Ltd.’s (the “Company”) Annual Meeting of Stockholders was held on May 8, 2019 (the “Meeting”). Stockholders voted on the matters set forth below.

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

Nominee	Votes For		Votes Against		Abstentions		Broker Non-Vote		% Votes For
James A. Courter		6,008,383		248,852		2,192		854,664		96.02	%
Howard S. Jonas		5,988,873		268,813		1,741		854,664		95.70	%
W. Wesley Perry		6,151,246		103,389		4,792		854,664		98.35	%
Alan B. Rosenthal		6,212,148		43,138		4,140		854,664		99.31	%
Allan Sass		6,236,433		18,851		4,142		854,664		99.70	%

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2011 Stock Option and Incentive Plan that (a) increased the number of shares of the Company’s Class B Common Stock available for the grant of awards thereunder by an additional 372,000 shares and (b) made other ministerial changes.

The number of votes cast with respect to this matter was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Vote		% Votes For
	6,130,402		124,399		4,626		854,664		98.01%

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019

The number of votes cast with respect to this matter was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Vote		% Votes For
	7,078,365		21,269		14,457		0		99.70%

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SIGNATURE

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.

GENIE ENERGY LTD.
By:	/s/ Michael Stein
Name:	Michael Stein
Title:	Chief Executive Officer

Dated: May 10, 2019

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