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    Prairie Operating Co. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/6/25 4:05:24 PM ET
    $PROP
    Finance: Consumer Services
    Finance
    Get the next $PROP alert in real time by email
    false 0001162896 0001162896 2025-06-04 2025-06-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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 4, 2025

     

    Prairie Operating Co.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-41895   98-0357690
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (I.R.S. Employer
    Identification No.)

     

    55 Waugh Drive, Suite 400

    Houston, Texas

      77007
    (Address of principal executive offices)   (Zip code)

     

    (713) 424-4247

    Registrant’s telephone number, including area code:

     

    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))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Common Stock, $0.01 par value   PROP   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

     

    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 5.02. 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

     

     

     

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