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EX-10.1 - EXHIBIT 10.1 - Emerald Oil, Inc.v349885_ex10-1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

July 12, 2013 (July 10, 2013)

 

EMERALD OIL, INC.

(Exact name of registrant as specified in its charter)

 

Montana   1-35097   77-0639000
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

1600 Broadway, Suite 1360

Denver, Colorado 80202

(Address of principal executive offices, including zip code)

 

(303) 323-0008

(Registrant’s 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 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(b) Departure of Directors

 

Lyle Berman and Mike Krzus did not stand for re-election to the board of directors of Emerald Oil, Inc. (the “Company”) at the Company's 2013 Annual Meeting of Stockholders held on July 10, 2013 in Denver, Colorado (the “Annual Meeting”), at which time they ceased to be directors of the Company. The Company expresses its appreciation for their service as directors.

 

(e) Approval of the Emerald Oil, Inc. Second Amended and Restated 2011 Equity Incentive Plan

 

At the Annual Meeting, the Company’s shareholders approved the Emerald Oil, Inc. Second Amended and Restated 2011 Equity Incentive Plan (the “Plan”). A description of the material terms and conditions of the Plan is set forth on pages 36-43 of the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on June 7, 2013 (File No. 001-35097) and is incorporated herein by reference. The description of the Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

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

 

The Company held the Annual Meeting for the purpose of voting on the following four proposals. As of June 10, 2013, the record date, there were 42,485,258 shares of Common Stock and 5,114,633 shares of Series B Voting Preferred Stock entitled to vote at the Annual Meeting (except for Proposal 2, on which the Series B Voting Preferred Stock was not entitled to vote).

 

Proposal 1—Election of Directors

 

The first of those proposals related to the election of five individuals to serve as directors of the Company for one-year terms expiring in 2014. The five directors elected and the tabulation of votes (both in person and by proxy) for this proposal were as follows:

 

Nominees for Directors  Votes For   Votes Withheld   Broker Non-Votes 
Duke R. Ligon   28,783,596    5,215,250    9,167,618 
James Russell (J.R.) Reger   32,841,087    1,157,759    9,167,618 
McAndrew Rudisill   33,049,403    949,443    9,167,618 
Seth Setrakian   29,151,157    4,847,689    9,167,618 
Daniel L. Spears   28,372,577    5,626,269    9,167,618 

 

Proposal 2—Approval of Payment of Certain Dividends on Series A Perpetual Preferred Stock

 

The second proposal related to shareholder authorization to allow the Company, at the Company’s option, to pay dividends prior to April 1, 2015 on the Company’s outstanding shares of Series A Perpetual Preferred Stock by the issuance of (i) additional shares of Series A Perpetual Preferred Stock valued at the same value as the initial per share purchase price of the Series A Perpetual Preferred Stock and (ii) an additional warrant to purchase additional shares of the Company’s common stock, which was approved:

 

Votes For Votes Against Abstentions Broker Non-Vote
27,161,211 1,682,951 40,051 9,167,618

 

Proposal 3—Approval of Second Amended and Restated 2011 Equity Incentive Plan

 

The third proposal related to the adoption of the Plan, which was approved:

 

 
 

 

Votes For Votes Against Abstentions Broker Non-Vote
22,618,473 11,341,096 39,277 9,167,618

 

Proposal 4—Ratification of BDO USA, LLP

 

The fourth proposal related to the ratification of the appointment of BDO USA, LLP, an independent registered public accounting firm, as the Company’s independent registered public accountants for the fiscal year ending December 31, 2013, which was approved:

 

Votes For Votes Against Abstentions Broker Non-Vote
42,920,479 170,659 75,326 0

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:

 

Exhibit Exhibit Description

 

10.1

 

Emerald Oil, Inc. Second Amended and Restated 2011 Equity Incentive Plan

  

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

    EMERALD OIL, INC.
     
     
Date: July 12, 2013   By:  /s/ Mitchell R. Thompson
    Mitchell R. Thompson
    Chief Accounting Officer

  

 
 

 

EXHIBIT INDEX

 

 

Exhibit Exhibit Description

 

10.1

 

Emerald Oil, Inc. Second Amended and Restated 2011 Equity Incentive Plan