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 12, 2018
VERTEX ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-11476 | 94-3439569 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1331 Gemini Street Suite 250 Houston, Texas 77058 |
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| (Address of principal executive offices)(Zip Code) | ||
Registrant’s telephone number, including area code: (866) 660-8156
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Vertex Energy, Inc. (the “Company”, “we” and “us”) was held on June 12, 2018 (the “Meeting”). At the Meeting, an aggregate of 28,301,527 voting shares, or 58.3% of our 48,566,573 total outstanding voting shares (including shares of our common stock, Series A Convertible Preferred Stock, Series B Preferred Stock, Series B1 Preferred Stock and Series C Convertible Preferred Stock, which vote together as a single class) as of April 26, 2018, the record date for the Meeting (the “Record Date”), were present at or were voted at the Meeting, constituting a quorum. The following proposals were voted on at the Meeting (as described in greater detail in the Company’s Definitive Schedule 14A Proxy Statement filed with the SEC on, and first sent to stockholders on, April 30, 2018, the “Proxy”), with the results of such voting as follows:
| Proposal | |||
| For | Against | ||
1) |
The election of six (6) Directors to the Company’s Board of Directors, each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal:
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| a) Benjamin P. Cowart | 28,126,630 | 8,382 | |
| b) Dan Borgen | 28,111,825 | 23,187 | |
| c) David Phillips | 28,109,825 | 25,187 | |
| d) Christopher Stratton | 27,294,226 | 840,786 | |
| e) Timothy C. Harvey | 28,105,631 | 29,381 | |
| f) James P. Gregory | 28,088,335 | 46,677 |
| For | Against | Abstain | ||
| 2) | To ratify the appointment of Ham, Langston & Brezina, L.L.P., as the Company’s independent auditors for the fiscal year ending December 31, 2018 | 28,294,898 | 6,629 | 19,862 |
| For | Against | Abstain | ||
| 3) | To approve, by a non-binding vote, the compensation of the Company’s named executive officers | 27,515,473 | 106,262 | 513,277 |
As such, each of the six (6) director nominees were duly appointed to the Board of Directors by a plurality of the votes cast (there was no solicitation in opposition to management’s nominees as listed in its proxy statement), each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal, and Proposals 2 and 3 were separately approved and ratified by the affirmative vote of a majority of the votes cast on each proposal (notwithstanding the fact that Proposal 3 is non-binding). There were no broker non-votes cast at the Meeting.
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.
| VERTEX ENERGY, INC. | |||
| Date: June 12, 2018 | By: | /s/ Chris Carlson | |
| Chris Carlson | |||
| Chief Financial Officer | |||