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): June 11, 2015
| FX ENERGY, INC. |
| (Exact name of registrant as specified in its charter) |
| | | | | |
| Nevada | | 001-35012 | | 87-0504461 |
| (State or other jurisdiction of | | (Commission File Number) | | (IRS Employer |
| incorporation or organization) | | | | Identification No.) |
| | | | | |
| 3006 Highland Drive, Suite 206 | | |
| Salt Lake City, Utah | | 84106 |
| (Address of principal executive offices) | | (Zip code) |
| | | |
| Registrant’s telephone number, including area code: | | (801) 486-5555 |
| | | |
| N/A |
| (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 (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)) |
ITEM 1.02—TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
At the annual meeting of our stockholders on June 11, 2015, the proposals to adopt a revised stockholder rights plan and to rescind the provisions in our articles of incorporation establishing a rights redemption committee were not approved by the requisite vote. See Item 5.07—Submission of Matters to a Vote of Security Holders. Accordingly, our Revised Rights Agreement dated as of April 24, 2015 (the “Rights Agreement”) and the preferred stock purchase rights issued thereunder automatically terminated.
ITEM 3.03—MATERIAL MODIFICATION OF RIGHTS OF SECURITY HOLDERS
The information set forth under Item 1.02 is incorporated herein by reference.
ITEM 5.03—AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
In connection with the termination of the Rights Agreement, we are filing a Certificate of Withdrawal of Certificate of Designation with the Nevada Secretary of State, in the form attached as an exhibit to this report, to cancel the Series A Preferred Stock, shares of which were subject to the preferred stock purchase rights issued pursuant to the Rights Agreement. Upon filing of the Certificate of Withdrawal, the shares of preferred stock previously designated as Series A Preferred Stock will become authorized shares of preferred stock undesignated as to series.
ITEM 5.07—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 11, 2015, at the annual meeting of our stockholders, the stockholders voted as indicated on the following matters submitted to them for consideration:
(a) The stockholders elected Jerzy B. Maciolek and H. Allen Turner, each to serve a term of three years and until his successor is elected and qualified, as our directors by a majority of the votes cast, as shown below:
| | | | | Withheld |
| Director | | For | | Authority |
| | | | | |
| Jerzy B. Maciolek | | 14,585,781 | | 5,775,474 |
| H. Allen Turner | | 13,915,018 | | 6,446,237 |
(b) The stockholders approved the FX Energy, Inc. 2015 Performance Incentive Plan, under which equity incentives, including awards under performance criteria to be developed by the board, may be granted, as shown below:
| For | | Against | | Abstain |
| 13,545,463 | | 6,746,413 | | 69,379 |
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(c) The stockholders did not approve the 2015 Revised Rights Agreement as shown below:
| For | | Against | | Abstain |
| 9,350,666 | | 10,852,906 | | 157,683 |
(d) The stockholders did not approve an amendment to our restated articles of incorporation to delete provisions for a Rights Redemption Committee, which required the approval of the holders of two-thirds of our outstanding common stock, as shown below:
| For | | Against | | Abstain |
| 13,385,314 | | 6,821,295 | | 154,646 |
(e) The stockholders ratified the appointment of Grant Thornton LLP as our independent registered public accounting firm for the 2015 fiscal year, as shown below:
| For | | Against | | Abstain |
| 44,328,089 | | 528,079 | | 1,755,241 |
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
The following are filed as exhibits to this report:
Exhibit Number | | Title of Document | | Location |
| | | | | |
| Item 3 | | Articles of Incorporation and Bylaws | | |
| 3.07 | | Form of Certificate of Withdrawal of Certificate of Designation | | Attached |
_______________
| * | All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit. |
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.
| | FX ENERGY, INC. | |
| | Registrant | |
| | | | |
| | | | |
| Dated: June 17, 2015 | By: | /s/ Clay Newton | |
| | | Clay Newton, Vice President | |
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