Current Report Filing (8-k)
16 Mai 2023 - 2:39PM
Edgar (US Regulatory)
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2023-05-10
2023-05-10
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2023-05-10
2023-05-10
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GNE:Series2012aPreferredStockParValue.01PerShareMember
2023-05-10
2023-05-10
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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 10, 2023
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class B common stock, par value $.01 per share |
|
GNE |
|
New York Stock Exchange |
| Series 2012-A Preferred stock, par value $.01 per share |
|
GNE.PRA |
|
New York Stock Exchange |
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.
(a) Genie
Energy Ltd.’s (the “Company”) Annual Meeting of Stockholders was held on May 10, 2023 (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 Company.
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 | | |
Broker
Non-Vote | | |
% Votes
For | |
| Howard S. Jonas | |
| 6,336,396 | | |
| 99,193 | | |
| 35,718 | | |
| 0 | | |
| 98.46 | |
| Joyce Mason | |
| 6,420,454 | | |
| 15,098 | | |
| 35,215 | | |
| 0 | | |
| 99.77 | |
| W. Wesley Perry | |
| 5,966,879 | | |
| 466,802 | | |
| 37,086 | | |
| 0 | | |
| 92.74 | |
| Alan B. Rosenthal | |
| 5,983,416 | | |
| 450,278 | | |
| 37,073 | | |
| 0 | | |
| 93.00 | |
| Allan Sass | |
| 6,154,073 | | |
| 279,609 | | |
| 37,085 | | |
| 0 | | |
| 95.65 | |
(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 approval of an amendment to the 2021 Stock Option and Incentive Plan that, among other things, increased the number
of shares of the Company’s Class B common stock available for the grant of awards thereunder by 500,000.
The
number of votes cast with respect to this matter was as follows:
| Votes
For |
|
Votes
Against |
|
Broker
Non-Vote |
|
%
Votes For |
| 5,927,395 |
|
543,372 |
|
0 |
|
91.65 |
Item 7.01 Regulation FD Disclosure.
On
May 16, 2023, the Company issued the attached release (the “Press Release”) relating to the Company’s redemption of
all outstanding shares of its Series 2012-A Preferred Stock. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.
The
Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated
by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with
the SEC or incorporated by reference into any other filing with the SEC.
Item 8.01 Other Events.
The
information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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/ Michael
Stein |
| |
|
Name:
|
Michael
Stein |
| |
|
Title:
|
Chief
Executive Officer |
Dated:
May 16, 2023
Exhibit
Index
3
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