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): December 8,
2016
Torchlight Energy Resources, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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001-36247
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74-3237581
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(State or other jurisdiction of
incorporation or organization)
|
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(Commission File Number)
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(IRS Employer Identification No.)
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5700 W.
Plano Parkway, Suite 3600
Plano, Texas
75093
(Address
of principal executive offices)
Telephone
– (214) 432-8002
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 Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e -4(c))
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Item 5.07 Submission of Matters to a Vote of Security
Holders.
On
December 8, 2016, we held our Annual Meeting of Stockholders for
the following purposes:
(1) To
elect nominees to our Board of Directors, including John Brda,
Gregory McCabe, E. Scott Kimbrough, R. David Newton and Alexandre
Zyngier;
(2) To
ratify the selection of Calvetti Ferguson as our independent
registered public accounting firm for the fiscal year ending
December 31, 2016;
(3) To
approve the issuance of shares of common stock to our director,
Alexandre Zyngier, in connection with his appointment in June
2016;
(4) To
approve the issuances of shares of common stock to our director,
Alexandre Zyngier, in connection with serving on the Litigation
Committee of the Board of Directors;
(5) To
approve a non-binding advisory resolution on executive
compensation;
(6) To
transact such other business as may properly come before the
meeting.
Based
on the votes received in person and by proxy, all of the above
named nominees to the Board were elected; the selection of Calvetti
Ferguson was ratified; the issuance to Mr. Zyngier in connection
with his appointment in June 2016 was approved; the issuances to
Mr. Zyngier in connection with serving on the Litigation Committee
was approved; and the non-binding advisory resolution on executive
compensation was approved. There were no other matters presented
for action at the Annual Meeting. The exact results of
the stockholder vote are as follows:
| Total Votes
Outstanding as of the Record Date, October 12,
2016: |
50,037,997 |
| |
|
| Total Votes Present
Either by Proxy or in Person: |
37,874,660 |
Item
1:
Election of Directors
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|
FOR | WITHHELD |
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John A.
Brda
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26,485,463
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27,279
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|
Gregory
McCabe
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26,485,538
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27,204
|
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E. Scott
Kimbrough
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26,484,538
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28,204
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R. David
Newton
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26,443,085
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69,657
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Alexandre
Zyngier
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24,366,264
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2,146,478
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Additionally,
there was a total of 11,361,918 broker non-votes for this
item.
Item
2:
Ratification of selection of Calvetti Ferguson as the independent
registered public accounting firm for the fiscal year ending
December 31, 2016
|
Votes
for:
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37,802,597
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|
Votes
against:
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21,115
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|
Votes
abstained:
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50,948
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Item
3:
Approval of the issuance of shares of common stock to our director,
Alexandre Zyngier, in connection with his appointment in June
2016
|
Votes
for:
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23,531,238
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|
Votes
against:
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2,885,901
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Votes
abstained:
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95,558
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2
Additionally,
there was a total of 11,361,918 broker non-votes for this
item.
Item
4:
Approval of the issuances of shares of common stock to our
director, Alexandre Zyngier, in connection with serving on the
Litigation Committee of the Board of Directors
|
Votes
for:
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23,449,338
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Votes
against:
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2,967,856
|
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Votes
abstained:
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95,548
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Additionally,
there was a total of 11,361,918 broker non-votes for this
item.
Item
5:
Approval of a non-binding advisory resolution on executive
compensation
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Votes
for:
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25,348,252
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Votes
against:
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1,109,121
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Votes
abstained:
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55,369
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Additionally,
there was a total of 11,361,918 broker non-votes for this
item.
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.
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Torchlight
Energy Resources, Inc.
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Date: December
9, 2016
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By:
/s/ John A.
Brda
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John A.
Brda
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President
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