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EX-10.1 - EXHIBIT 10.1 - American Natural Energy Corpexhibit10-1.htm

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
December 18, 2012

American Natural Energy Corporation
(Exact name of registrant as specified in its charter)

Oklahoma 0-18596 73-1605215
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation)   Identification No.)

6100 South Yale - Suite 2010, Tulsa, Oklahoma 74136
(Address of principal executive offices)

Registrant’s telephone number, including area code: (918) 481-1440

______________________________________________
(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
[   ] 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


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 11, 2013, American Natural Energy Corporation (the “Company”) held its annual shareholder meeting in Tulsa, Oklahoma. At the meeting, the Company submitted a proposal for shareholder approval of the 2012 Stock Option Plan (the "2012 Plan"). The 2012 Plan was approved by the shareholders. See Item 5.07 below. The 2012 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference in response to this item.

Item 5.07 Submission of Matters to a Vote of Security Holders

  (a)

The Company held its Annual Meeting of Shareholders on January 11, 2013.

     
  (b)

Shareholders voted on the matters set forth below as follows:

     
    (1)

Voting results for the election of directors were as follows:


    Number of Votes Received  
                Abstained or  
Nominees   In Favor     Withheld     Not Voted  
Michael K. Paulk   17,134,546     10,808     0  
Steven P. Ensz   17,134,517     10,837     0  
Douglas MacGregor   17,135,314     10,040     0  
James L Ferraro   17,135,314     10,040     0  
William Yuan   17,135,314     10,040     0  

  (2)

Voting results for approval of the adoption of the 2012 Plan were as follows:


   Number of Votes Received 
          Abstained or
  In Favor   Withheld   Not Voted
  17,135,000   10,151   87

  (3)

Voting results for the approval of approval of the conversion of the Palo Verde Debenture and the exercise of the Warrants (and the conversion and exercise, respectively, of any additional securities) without the limitation of the beneficial ownership limitation were as follows:

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   Number of Votes Received 
          Abstained or
  In Favor   Withheld   Not Voted
  10,735,116   10,151   87

Item 9.01 Financial Statements and Exhibits

       (d) Exhibits:

  10.1 American Natural Energy Corporation 2012 Stock Option Plan.

Signatures

       Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     American Natural Energy Corporation
     
Dated: January 18, 2013 By: /s/ Michael K. Paulk
    Michael K. Paulk, President

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EXHIBIT INDEX

Exhibit No.   Description
10.1   American Natural Energy Corporation 2012 Stock Option Plan

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