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 4, 2016
GENIE ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
1-35327
(Commission File Number)
| Delaware | 45-2069276 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
520 Broad Street Newark, New Jersey |
07102 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973) 438-3500
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):
| ☐ | 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 5.07 |
Submission of Matters to a Vote of Security Holders. |
(a) The Registrant’s Annual Meeting of Stockholders was held on May 4, 2016 (the “Meeting”). Stockholders voted on the matters set forth below.
(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Registrant.
Elect Directors
The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
| Nominee | Votes For | Votes Against | Abstentions | % Votes For | ||||||||||||
| James A. Courter | 6,395,685 | 294,936 | 10,999 | 95.5% | ||||||||||||
| Howard S. Jonas | 6,415,161 | 275,138 | 11,320 | 95.8% | ||||||||||||
| W. Wesley Perry | 6,506,966 | 183,744 | 10,909 | 97.2% | ||||||||||||
| Alan B. Rosenthal | 6,507,110 | 62,475 | 10,706 | 97.2% | ||||||||||||
| Allan Sass | 6,628,156 | 53,615 | 10,988 | 99% |
There were 2,107,346 broker non-votes for this item.
Ratification of the appointment of BDO USA, LLP
(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending December 31, 2016.
The number of votes cast with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | % Votes For | |||
8,669,144 |
53,615 | 86,206 | 99% |
There were no broker non-votes for this item.
Consider certain stockholder proposal regarding formation of an ad hoc Board committee to evaluate the impact of Company operations in certain areas
(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the formation of an ad hoc Board committee to evaluate the impact of Company operations in certain areas.
The number of votes cast with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | % Votes For | |||
| 166,411 | 6,499,024 | 36,184 | 2.4% |
There were 2,107,346 broker non-votes for this item.
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SIGNATURE
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.
| GENIE ENERGY LTD. | ||
| By: | /s/ Howard Jonas | |
| Name: | Howard Jonas | |
| Title: | Chief Executive Officer | |
Dated: May 9, 2016
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