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): June 28, 2016

 

 

        TRANSATLANTIC PETROLEUM LTD.        

(Exact name of registrant as specified in its charter)

 

 

 

                Bermuda                                   001-34574                                   None                

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

16803 Dallas Parkway

Dallas, Texas

  75001
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (214) 220-4323

(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 4.01(b) Changes in Registrant’s Certifying Accountant

As previously reported in TransAtlantic Petroleum Ltd.’s (the “Company”) Form 8-K filed on May 13, 2016, the Audit Committee of the Board of Directors of the Company recommended the appointment of PMB Helin Donovan, LLP (“PMB Helin”) as the Company’s independent registered public accounting firm for the year ending December 31, 2016, subject to the approval of the Company’s shareholders at the Company’s 2016 Annual Meeting of Shareholders (the “Annual Meeting”).

On June 28, 2016, at the Annual Meeting, the Company’s shareholders approved the appointment of PMB Helin as the Company’s independent registered public accounting firm for the year ending December 31, 2016.

The Company has consulted with DMF System International Independent Auditing, Consulting & Certified Public Accounting Co. (“DMF”) on certain Turkish tax matters, and DMF has provided and continues to provide tax compliance services related to the Company’s business in Turkey. DMF is a member of Russell Bedford International, as is PMB Helin. Other than as noted above, during the years ended December 31, 2015 and December 31, 2014, and the subsequent interim period through June 28, 2016, neither the Company nor anyone acting on its behalf has consulted with PMB Helin with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that PMB Helin concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or “reportable event” (as those terms are defined in Item 304(a)(1) of Regulations S-K, including the related instructions to Item 304 of Regulation S-K).

 

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

The Company held the Annual Meeting on June 28, 2016, to (i) elect seven directors to the Board of Directors, each for a one-year term (“Proposal 1”), and (ii) appoint PMB Helin to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2016 and to authorize the Audit Committee to determine their remuneration (“Proposal 2”). For more information about the foregoing proposals, see the Company’s definitive proxy statement dated May 13, 2016.

The table below shows the final results of the voting at the Annual Meeting:

 

    

Votes Cast

in Favor

    

Votes Cast

Against

    

Votes

Withheld

    

Broker

Non-Votes

 

Proposal 1

           

N. Malone Mitchell 3rd

     21,521,584         138,570         19,177         9,116,270   

Bob G. Alexander

     21,470,336         184,468         24,527         9,116,270   

Brian E. Bayley

     19,484,280         2,169,867         25,184         9,116,270   

Charles J. Campise

     20,002,597         1,650,857         25,877         9,116,270   

Marlan W. Downey

     21,551,699         108,447         19,185         9,116,270   

Gregory K. Renwick

     21,493,316         165,426         20,589         9,116,270   

Mel G. Riggs

     20,140,118         1,514,586         24,627         9,116,270   
    

Votes Cast

in Favor

    

Votes Cast

Against

     Abstentions     

Broker

Non-Votes

 

Proposal 2

     30,470,451         107,789         217,361         —     

 

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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.

Date: June 29, 2016

 

    TRANSATLANTIC PETROLEUM LTD.
    By:   /s/ Chad Burkhardt
      Chad Burkhardt
      Vice President, General Counsel and Corporate Secretary

 

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