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

 

June 11, 2015

Date of Report (Date of earliest event reported)

 

Zion Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware    001-33228     20-0065053
 (State or other jurisdiction
of incorporation)
    (Commission File Number)     (IRS Employer
Identification No.)

 

6510 Abrams Road, Suite 300, Dallas, TX 75231

(Address of Principal Executive Offices)

 

214-221-4610

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:

 

  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 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 June 10, 2015, Zion Oil & Gas, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting") at the Westin Galleria Hotel in Dallas, Texas. As of April 13, 2015, the record date for the 2015 Annual Meeting, there were 36,050,739 shares of common stock issued and outstanding. A quorum of common stockholders, present in person or by proxy, representing 28,150,087 shares of common stock was present at the 2015 Annual Meeting. The final voting results of the 2015 Annual Meeting are set forth below.

 

1.  Proposal to elect Class I Directors to serve until the 2018 Annual Meeting of Stockholders.

 

The Company’s common stockholders elected each of the Company’s four nominees for Class I Directors to serve a term of three years to expire at the 2018 Annual Meeting of stockholders or until their respective successors are duly elected and qualified, as set forth below:

  

Name  Votes For   Votes Withheld   Broker Non-Votes 
John M. Brown   14,021,192    488,975    13,639,919 
Forrest Garb   13,480,053    1,030,114    13,639,919 
Kent Siegel   13,273,591    1,236,576    13,639,919 
Glen Perry   13,714,715    795,452    13,639,919 

 

2.  Proposal to ratify the appointment of MaloneBailey, LLP. as the Company's auditors for the year ending December 31, 2015.

 

The Company’s common stockholders ratified the appointment of MaloneBailey, LLP., as the Company's auditors for the year ending December 31, 2015, as follows:

 

Votes For   Votes Against   Abstain   Broker Non-Votes 
 27,475,384    270,195    404,506    0 

 

  

3.  Proposal to amend the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.01 (“Common Stock”), that the Company is authorized to issue from 100 million to 200 million.

 

The Company’s common stockholders approved to amend the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.01 (“Common Stock”), that the Company is authorized to issue from 100 million to 200 million as set forth below:

 

Votes For   Votes Against   Abstain   Broker Non-Votes 
 25,527,141    1,946,116    387,664    289,165 

  

4.  Proposal to amend the Company’s Amended and Restated Certificate of Incorporation to authorize the Company to issue up to 25 million shares of preferred stock, par value $0.01 per share (“Preferred Stock”) and grant to the Board the express authority to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock, the voting rights, designations, preferences, rights and qualifications, limitations, or restrictions of each series of such preferred stock.

 

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The Company’s common stockholders did not approved to amend the Company’s Amended and Restated Certificate of Incorporation to authorize the Company to issue up to 25 million shares of preferred stock, par value $0.01 per share (“Preferred Stock”) and grant to the Board the express authority to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock, the voting rights, designations, preferences, rights and qualifications, limitations, or restrictions of each series of such preferred stock as set forth below:

 

Votes For    Votes Against   Abstain   Broker Non-Votes 
 13,151,797    970,595    387,776    13,639,918 

 

 

5.  Proposal to approve an additional number of shares of Common Stock available under the 2011 Equity Incentive Plan for employees and consultants reserving for issuance thereunder an additional four million shares of Common Stock and an additional number of shares of Common Stock available under the 2011 Non-Employee Directors Stock Option Plan reserving for issuance thereunder an additional two million shares of Common Stock.

 

The Company’s common stockholders approved an additional number of shares of Common Stock available under the 2011 Equity Incentive Plan for employees and consultants reserving for issuance thereunder an additional four million shares of Common Stock and an additional number of shares of Common Stock available under the 2011 Non-Employee Directors Stock Option Plan reserving for issuance thereunder an additional two million shares of Common Stock as set forth below:

 

Votes For    Votes Against   Abstain   Broker Non-Votes 
 12,031,148    2,131,042    347,978    13,639,918 

 

 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

None

 

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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 hereto duly authorized.

 

Date: June 11, 2015  
   
Zion Oil and Gas, Inc.  
     
By: /s/ Victor G. Carrillo  
  Victor G. Carrillo  
  President and Chief Operating Officer  

 

 

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