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 30, 2013

 

ZAZA ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35432

 

45-2986089

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1301 McKinney Street, Suite 2850

Houston, Texas

 

77010

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (713) 595-1900

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07              Submission of Matters to a Vote of Security Holders

 

On Thursday, May 30, 2013, the Company held its annual meeting of stockholders (the “Annual Meeting”).  At the Annual meeting, five items were submitted to the stockholders for a vote: (i) the election of six nominees to serve on the board of directors of the Company (the “Board”) to serve until the next annual meeting of stockholders (the “Election of Directors”), (ii) the approval of an amendment to the ZaZa Energy Corporation Long-Term Incentive Plan to automatically add shares for availability on an annual basis (the “Plan Amendment”), (iii) a grant of discretionary authority to the Board to effect a reverse split of common stock within one year within a range of one-for-two to one-for-twenty-five (the “Reverse Split Authority”), (iv) the approval of the issuance of common stock in excess of 20% of the outstanding shares for any conversion of or payment of interest make-whole premium on the Company’s 9.00% Senior Convertible Notes due 2017 (the “Convertible Notes”) and (v) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 (the “Auditor Ratification”).

 

There were no solicitations in opposition to the Board’s solicitations. Out of a total of 102,512,725 shares of common stock outstanding and entitled to vote, 94,038,239 shares (91.73%) were present at the meeting in person or by proxy.

 

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Election of Directors

 

There were six nominees for election to serve as directors.  Each of the nominees for election to the Board was a director at the time of the Annual Meeting.  The final results of the voting with respect to each nominee to the Board were as follows:

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

Todd A. Brooks

 

73,003,049

 

1,788,285

 

19,246,905

Travis H. Burris

 

72,959,495

 

1,831,839

 

19,246,905

John E. Hearn, Jr.

 

72,961,640

 

1,829,694

 

19,246,905

Gaston L. Kearby

 

72,973,640

 

1,817,694

 

19,246,905

A. Haag Sherman

 

73,917,726

 

873,608

 

19,246,905

Herbert C. Williamson, III

 

72,084,849

 

2,706,485

 

19,246,905

 

There were no votes against.

 

The Plan Amendment

 

The final results of the voting with respect to the Plan Amendment were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

69,655,438

 

5,094,368

 

41,528

 

19,246,905

 

Reverse Split Authority

 

The final results of the voting with respect to authority for the Reverse Split Authority were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

85,897,223

 

8,041,185

 

99,831

 

0

 

The Convertible Notes

 

The final results of the voting with respect to the issuance of common stock in excess of 20% of the outstanding shares for any conversion of or payment of interest make-whole premium on the Convertible Notes were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

69,351,285

 

5,152,653

 

287,396

 

19,246,905

 

The Auditor Ratification

 

The final results of the voting with respect to the Auditor Ratification were as follows:

 

For

 

Against

 

Abstain

93,205,529

 

726,921

 

105,789

 

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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.

 

 

ZAZA ENERGY CORPORATION

 

 

Date: June 5, 2013

By:

/s/ Todd A. Brooks

 

Name:

Todd A. Brooks

 

Title:

President and Chief Executive Officer

 

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