Prairie Operating Co. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 4, 2025, the stockholders of Prairie Operating Co. (the “Company”) approved an amendment (the “Amendment”) to the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (the “LTIP”). As further described below under Item 5.07 of this Current Report on Form 8-K (this “Current Report”), the Company’s stockholders approved the Amendment at the Company’s Annual Meeting of Stockholders that was held on June 4, 2025 (the “Annual Meeting”). The Amendment increases the number of shares of the Company’s common stock that the Company may issue under the LTIP from 7,500,000 shares to 15,000,000 shares. A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, only stockholders of record at the close of business on April 8, 2025, the record date for the Annual Meeting (the “Record Date”), were entitled to vote. As of the Record Date, 42,942,127 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 35,686,743 shares of the Company’s Common Stock were voted in person or by proxy for the three proposals set forth below, each of which is described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 22, 2025.
Proposal No. 1 - Election of Directors
The Company’s stockholders elected the director nominees below to the Board of Directors of the Company to hold office until the 2026 Annual Meeting of Stockholders or until their successors are elected, by the vote indicated below:
| Director Nominees | Votes For | Votes Against | Broker Non-Votes | |||
| Edward Kovalik | 31,001,682 | 154,347 | 4,445,399 | |||
| Gary C. Hanna | 31,014,903 | 151,038 | 4,445,399 | |||
| Gizman I. Abbas | 30,385,645 | 763,242 | 4,445,399 | |||
| Richard N. Frommer | 30,966,222 | 189,377 | 4,445,399 | |||
| Jonathan H. Gray | 30,483,593 | 674,103 | 4,445,399 | |||
| Stephen Lee | 30,426,826 | 730,466 | 4,445,399 | |||
| Erik Thoresen | 30,481,335 | 675,269 | 4,445,399 |
Proposal No. 2 - Approval of an Amendment to the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan
The Company’s stockholders approved the Amendment, by the vote indicated below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 17,659,688 | 13,545,776 | 35,880 | 4,445,399 |
Proposal No. 3 - Ratification of the Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of Ham, Langston & Brezina, L.L.P. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025, by the vote indicated below:
| Votes For | Votes Against | Abstentions | ||
| 35,512,443 | 72,544 | 101,756 |
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits.
| EXHIBIT NUMBER |
DESCRIPTION | |
| 10.1 | Amendment No. 1 to the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan. | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 6, 2025
| PRAIRIE OPERATING CO. | ||
| By: | /s/ Daniel T. Sweeney | |
| Name: | Daniel T. Sweeney | |
| Title: | Executive Vice President, General Counsel & Corporate Secretary | |