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    PrimeEnergy Resources Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/5/25 4:37:57 PM ET
    $PNRG
    Oil & Gas Production
    Energy
    Get the next $PNRG alert in real time by email
    pnrg20250605_8k.htm
    false 0000056868 0000056868 2025-06-05 2025-06-05
     
    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 5, 2025
     
    PrimeEnergy Resources Corporation
    (Exact name of registrant as specified in its charter)
     

     
    Delaware
    (State or Other Jurisdiction of Incorporation)
     
     
    0-7406
    84-0637348
    (Commission File Number)
    (IRS Employer Identification No.)
     
     
    9821 Katy Freeway, Houston, Texas 77024
    (Address of principal executive offices)
     
    Registrant’s telephone number, including area code 713-735-0000
     

     
    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
    Common Stock, $0.10 par value
     
    PNRG
     
    NASDAQ
     
    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. ☐
     
     

     
     
    PRIMEENERGY RESOURCES CORPORATION
     
    Section 5 – Corporate Governance and Management
     
    Item 5.07 – Submission of matters to a vote of Security Holders
     
    The Annual Meeting of stockholders of PrimeEnergy Resources Corporation (the “Company”) was held on June 5, 2025. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals were described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 7, 2025. There were 1,672,470 shares of the Company outstanding and entitled to vote at the Annual Meeting. There were 1,186,850 shares of the Company present in person or by proxy at the meeting. The final results of the stockholder votes are listed below.
     
    Proposal No.1 – Election of Directors
     
    Five persons were nominated by management for election as Directors of the Company, each for a term of one year. All such persons were currently serving as Directors of the Company. There were no other nominees and there was no solicitation in opposition to management’s nominees. All of such nominees were elected. The names of each Director elected at the meeting and the number of shares voted for or withheld for each nominee is as follows. There were no abstentions and no broker non-votes.
     
    Name
     
    For
       
    Withheld
     
    Charles E. Drimal, Jr
     
    1,076,337
       
    110,513
     
    Beverly Cummings
     
    1,068,101
       
    118,749
     
    H. Gifford Fong
     
    1,148,614
       
    38,236
     
    Thomas S. T. Gimbel
     
    1,146,375
       
    40,475
     
    Clint Hurt
     
    1,106,397
       
    80,453
     
     
    Proposal No.2 – An advisory,non-bindingresolution to approve executive compensation described in the Proxy Statement.
     
    The stockholders approved the proposal regarding the compensation of the named executive officers as disclosed in the Proxy Statement, as follows: 
     
    For
        905,423  
    Against
        35,392  
    Abstain
        246,035  
    Broker non-votes
        0  
     
    Proposal No.3 – An advisory,non-bindingproposal with regard to the frequency that stockholders will vote on the Company’s executive compensation
     
    Total votes in favor of one year
        274,284  
    Total votes in favor of two years
        800  
    Total votes in favor of three years
        910,899  
    Abstain
        867  
    Broker non-votes
        0  
                 
     
     
    SIGNATURES
     
    Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned, thereto duly authorized.
     
    Dated: June 5, 2025
    PrimeEnergy Resources Corporation
    By: /s/ Beverly A. Cummings
    Name: Beverly A. Cummings
    Executive Vice President
     
     
     
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