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): August 17,
2017
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))
1
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On
August 17, 2017, 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, Alexandre
Zyngier and Michael J. Graves;
(2) To
ratify the selection of Briggs &
Veselka Co. as our independent registered public accounting
firm for the fiscal year ending December 31, 2017;
(3) To
approve an amendment to our Articles of Incorporation to increase
our authorized shares of common stock from 100,000,000 shares to
150,000,000 shares; and
(4) 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 Briggs
& Veselka was ratified; and the amendment to our Articles of
Incorporation was approved. There were no other matters presented
for action at the Annual Meeting. The exact results of
the stockholder vote are as follows:
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Total Votes Outstanding as of the Record Date, October 12,
2016:
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59,287,374
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Total Votes Present Either by Proxy or in Person:
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48,693,476
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Item
1:
Election of Directors
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FOR
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WITHHELD
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John A.
Brda
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29,459,717
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582,632
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Gregory
McCabe
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29,643,112
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399,237
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E. Scott
Kimbrough
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30,011,436
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30,913
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R. David
Newton
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30,012,436
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29,913
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Alexandre
Zyngier
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29,425,805
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616,544
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Michael J.
Graves
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29,888,293
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154,056
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Additionally,
there was a total of 18,651,127 broker non-votes for this
item.
Item
2:
Ratification of selection of Briggs & Veselka Co. as the
independent registered public accounting firm for the fiscal year
ending December 31, 2017
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Votes
for:
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48,549,290
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Votes
against:
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15,570
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Votes
abstained:
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128,616
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Item
3:
To approve an amendment to our Articles of Incorporation to
increase our authorized shares of common stock from 100,000,000
shares to 150,000,000 shares
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Votes
for:
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42,176,335
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Votes
against:
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5,639,692
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Votes
abstained:
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161,097
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Additionally,
there was a total of 716,352 broker non-votes for this
item.
We
filed the Certificate of Amendment for the above amendment to our
Articles of Incorporation with the Secretary of State of Nevada on
August 18, 2017.
2
Item 8.01 Other Events.
On
August 18, 2017, we filed certificates of withdrawal with the
Secretary of State of Nevada to withdraw the certificates of
designation of our Series A Convertible Preferred Stock, Series B
Convertible Preferred Stock and Series C Convertible Preferred
Stock. No shares of any of these series of stock are
outstanding.
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: August
22, 2017
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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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