Adams Resources & Energy Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Oil Refining/Marketing
Energy
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 6, 2024
(Exact name of registrant as specified in its charter)
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2024, the Company’s Board of Directors adopted amendments to its Amended and Restated Bylaws (as amended, the “Bylaws”), effective immediately. The amendments (in Sections 4 and 8 of Article III and Sections 1 and 7 of Article V of the Bylaws) clarify that the Board of Directors may appoint a Vice Chair and outline the responsibilities of the Vice Chair, if appointed.
The foregoing description of these amendments is qualified in its entirety by reference to the full text of the Bylaws set forth as Exhibit 3.2 to this Form 8-K and incorporated in this Item by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2024, the Company held the Meeting for the purpose of considering the following matters: (1) to elect seven directors to serve for the next year or until their successors are elected and qualified; (2) to consider and act upon an advisory resolution on executive compensation; (3) to consider and act upon an advisory resolution on the frequency of future advisory votes on executive compensation; and (4) to ratify the Audit Committee’s selection of KPMG LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting was as follows:
1.To elect seven directors to serve for the next year or until their successors are elected and qualified.
| Number of Shares | ||||||||||||||||||||
| For | Withheld | Broker Non-Votes | ||||||||||||||||||
| Murray E. Brasseux | 1,337,471 | 286,900 | 434,621 | |||||||||||||||||
| Dennis E. Dominic | 1,358,426 | 265,945 | 434,621 | |||||||||||||||||
| Michelle A. Earley | 1,327,168 | 297,203 | 434,621 | |||||||||||||||||
| Richard C. Jenner | 1,495,761 | 128,610 | 434,621 | |||||||||||||||||
| John O. Niemann Jr. | 1,495,713 | 128,658 | 434,621 | |||||||||||||||||
| Townes G. Pressler | 1,371,586 | 252,785 | 434,621 | |||||||||||||||||
| Kevin J. Roycraft | 1,604,409 | 19,962 | 434,621 | |||||||||||||||||
2.To consider and act upon an advisory on executive compensation.
| Number of Shares | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 1,456,136 | 154,454 | 13,781 | 434,621 | |||||||||||||||||
3.To consider and act upon an advisory resolution on the frequency of future advisory votes on executive compensation.
| Number of Shares | ||||||||||||||||||||||||||
| Every 1 Year | Every 2 Years | Every 3 Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 1,312,551 | 1,356 | 302,205 | 8,259 | 434,621 | ||||||||||||||||||||||
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After considering the results of the shareholders’ vote at the 2024 Annual Meeting of Shareholders, the Board of Directors determined that it is in the best interest of the Company and its shareholders to hold an advisory vote to approve executive compensation on an annual basis until the next required shareholder vote on the frequency of future advisory votes to approve executive compensation.
4.To ratify the Audit Committee’s selection of KPMG LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Number of Shares | ||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 2,006,857 | 34,445 | 17,690 | — | |||||||||||||||||
Item 8.01 Other Events.
On May 6, 2024, the Board of Directors appointed John O. Niemann, Jr. to the position of Vice Chair of the Board of Directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.2 | |||||
| 104 | Cover Page Interactive Data File — the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
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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.
| ADAMS RESOURCES & ENERGY, INC. | |||||||||||
| Date: | May 6, 2024 | By: | /s/ Tracy E. Ohmart | ||||||||
| Tracy E. Ohmart | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer and | |||||||||||
| Principal Accounting Officer) | |||||||||||
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