Ring Energy Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$REI
Oil & Gas Production
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_____________________________________________________________________________________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: May 22, 2025
(Date of earliest event reported)
______________________________________________________________________________________
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(281 ) 397-3699
(Registrant’s telephone number, including area code)
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:
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 | ||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 of this Current Report on Form 8-K, on May 22, 2025, at the 2025 annual meeting of stockholders (the “Meeting”) of Ring Energy, Inc. (the “Company”), the Company’s stockholders approved and adopted an amendment (the “Plan Amendment”) to the Ring Energy, Inc. 2021 Omnibus Incentive Plan, as amended (the “Plan”), to increase the shares available under the Plan by 11.5 million shares of common stock, $0.001 par value per share of the Company (the “Common Stock”). A copy of the Plan Amendment is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Meeting was held on May 22, 2025, at which the Company’s stockholders voted on the proposals identified below. These proposals were described in detail in the Company’s definitive Proxy Statement for the Meeting filed with the Securities and Exchange Commission on April 11, 2025.
At the close of business on April 4, 2025, the record date for the Meeting, 206,509,126 shares of Common Stock were issued and outstanding and entitled to vote at the Meeting. Stockholders owning a total of 161,681,721 shares of Common Stock were represented at the Meeting, which represented approximately 78.3% of the shares of the Common Stock outstanding as of the record date for the Meeting.
Proposal 1 - Election of Directors
Each of the seven nominees for director was duly elected by the Company’s stockholders, with votes as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| John A. Crum | 103,971,266 | 7,179,952 | 50,530,503 | |||||||||||||||||
| David A. Habachy | 106,271,907 | 4,879,311 | 50,530,503 | |||||||||||||||||
| Richard E. Harris | 104,076,127 | 7,075,091 | 50,530,503 | |||||||||||||||||
| Paul D. McKinney | 104,643,241 | 6,507,977 | 50,530,503 | |||||||||||||||||
| Thomas L. Mitchell | 106,635,912 | 4,515,306 | 50,530,503 | |||||||||||||||||
| Anthony B. Petrelli | 103,319,716 | 7,831,502 | 50,530,503 | |||||||||||||||||
| Carla Tharp | 106,704,365 | 4,446,853 | 50,530,503 | |||||||||||||||||
Proposal 2 - Advisory Vote on Executive Compensation
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, by the following vote:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 87,246,793 | 22,750,270 | 1,154,155 | 50,530,503 | |||||||||||||||||
Proposal 3 - Approval of the Amendment to the 2021 Omnibus Incentive Plan
The stockholders approved the Plan Amendment to increase the shares available under the Plan by 11.5 million shares of Common Stock by the following vote:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 78,542,968 | 32,350,548 | 257,702 | 50,530,503 | |||||||||||||||||
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2025 by the following vote:
| For | Against | Abstentions | ||||||||||||
| 153,805,241 | 7,045,731 | 830,749 | ||||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are included with this Current Report on Form 8-K:
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
RING ENERGY, INC. | |||||||||||
Date: | May 22, 2025 | By: | /s/ Travis T. Thomas | ||||||||
Travis T. Thomas | |||||||||||
Chief Financial Officer | |||||||||||