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:
June 3, 2019
ENSERVCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | | 001-36335 | | 84-0811316 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
999 18th St., Suite 1925N
Denver, CO 8022
Address of principal executive offices
303-333-3678
Telephone number, including
Area code
_____________________________
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 |
Common Stock, $.005 par value per share | ENSV | NYSE |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
See Item 5.07 for information regarding the election of directors at the annual stockholders’ meeting of Enservco Corporation, a Delaware corporation (the “Company” or “Enservco”) held on June 3, 2019.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2019, the Company held its annual meeting of stockholders (the “Meeting”). At the Meeting, four proposals were submitted to the stockholders for approval as set forth in the 2019 Proxy Statement as filed with the U.S. Securities and Exchange Commission on April 18, 2019. As of the record date, April 9, 2019, a total of 54,334,829 shares of Company common stock were outstanding and entitled to vote. In total, 39,958,941 shares of Company common stock were represented at the meeting, which represented approximately 73.54% of the shares outstanding and entitled to vote as of the record date.
At the Meeting, the stockholders approved all of the proposals submitted. The votes on the proposals were cast as set forth below:
1. Proposal No. 1 – Election of directors. The stockholders elected the entire slate of directors presented to the stockholders.
Name | Votes For | Withheld Authority To Vote | Broker Non-Votes |
Keith J. Behrens | 20,753,931 | 1,121,634 | 18,083,376 |
| Ian Dickinson | 20,629,471 | 1,246,094 | 18,083,376 |
| Christopher D Haymons | 20,754,730 | 1,120,835 | 18,083,376 |
Robert S. Herlin | 20,678,639 | 1,196,926 | 18,083,376 |
William A. Jolly | 20,753,004 | 1,122,561 | 18,083,376 |
Richard A. Murphy | 19,812,959 | 2,062,606 | 18,083,376 |
2. Proposal No. 2 – Ratification and approval of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
For | Against | Abstain | Broker Non-Vote |
39,517,730 | 75,586 | 365,625 | - |
3. Proposal No. 3 – Approval, on an advisory basis, of the compensation of Enservco's named executive officers.
For | Against | Abstain | Broker Non-Vote |
19,248,228 | 1,673,535 | 953,802 | 18,083,376 |
4. Proposal No. 4 – Selection, on an advisory basis, of the frequency of the advisory vote on the compensation program for Enservco's named executive officers.
Votes cast for three years | Votes cast for two years | Votes cast for one year | Abstain | Broker Non-Vote |
15,161,748 | 1,087,719 | 5,489,967 | 136,131 | 18,083,376 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 6, 2019.
| Enservco Corporation | |
| | | | |
| By: | /s/ Dustin Bradford | |
| Dustin Bradford, Chief Financial Officer | |
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