SEC Form 8-K filed

---

At the Special Meeting, the Company’s stockholders voted on and approved proposals (the “Proposals”) (i) to approve and adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated October 21, 2020, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of January 20, 2021, by and among the Company, Antman Sub, LLC, and Riley Exploration – Permian, LLC and the transactions contemplated thereby, including the merger (the “Merger”) (the “Share Issuance Proposal”); (ii) to approve and adopt an amendment to the Company’s certificate of incorporation (the “Company’s Charter”) to increase the number of authorized shares of the Company’s common stock, par value $0.001 (the “Common Stock”), from 100 million to 240 million (the “Share Increase Proposal”); (iii) to approve and adopt an amendment to the Company’s Charter to change the corporate name of the Company from “Tengasco, Inc.” to “Riley Exploration Permian, Inc.” (the “Name Change Proposal”); (iv) to approve and adopt an amendment to the Company’s Charter to effect a reverse stock split of the Common Stock in a ratio of between one-for-eight and one-for-twelve (the “Reverse Split Proposal”); (v) to approve and adopt an amendment to the Company’s Charter to effect a waiver of corporate opportunities that could be owed to the Company by certain investment funds (the “Corporate Opportunities Proposal”); (vi) to approve and adopt an amendment to the Company’s Charter to effect a requirement that the holders of at least 66 2/3% in voting power of the outstanding shares of stock of the Company entitled to vote thereon are required to approve amendments to the Company’s Charter (the “Charter Amendments Provision Proposal”); (vii) to approve an amendment to the Company’s amended and restated bylaws (the “Company’s Bylaws”) to effect a requirement that the holders of at least 66 2/3% in voting power of the outstanding shares of stock of the Company entitled to vote thereon are required to approve amendments to the Company’s Bylaws after a certain date (the “Bylaws Amendments Provision Proposal”); (viii) to approve and adopt the Plan (the “Equity Plan Proposal”); (ix) to approve, on a non-binding advisory basis, the compensation that may become payable to the Company’s named executive officers in connection with the completion of the Merger (the “Compensation Proposal”); and (x) to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies (the “Adjournment Proposal”).

 

There were 10,685,042 shares of Common Stock outstanding and entitled to vote on the record date for the Special Meeting. A total of 7,941,585 shares of Common Stock were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting. The Company’s stockholders were asked to consider and act upon each of the Proposals.  On February 25, 2021, the independent inspector of elections for the Special Meeting, Continental Stock Transfer & Trust Company (“Continental”), delivered its final certified voting results for each of the proposals that were submitted to a vote at the Special Meeting. The final results of the stockholder vote on each proposal, as certified by Continental, were as follows:

---

---

PROPOSAL #7 — Approve the Bylaws Amendments Provision Proposal. The Company’s stockholders approved the Bylaws Amendments Provision Proposal.

PROPOSAL #8 — Approve and adopt the Equity Plan Proposal. The Company’s stockholders approved and adopted the Equity Plan Proposal.

PROPOSAL #9 — Approve, on a non-binding advisory basis, the Compensation Proposal. The Company’s stockholders approved, on a non-binding advisory basis, the Compensation Proposal.

 

PROPOSAL #10 — Approve the Adjournment Proposal. The Company’s stockholders approved the Adjournment Proposal.

 

 

(d) Exhibits

---