UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) May 31, 2012

 

_______________________

EMPIRE PETROLEUM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

_______________________

Delaware

(State or Other Jurisdiction of Incorporation)

 

     
001-16653   73-1238709
(Commission File Number)   (IRS Employer Identification No.)

 

6506 S. Lewis Ave., Suite 112

Tulsa, OK 74136-1020

(Address of Principal Executive Offices) (Zip Code)

(918) 488-8068

(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 ( 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))

 

 

 

 
 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 31, 2012, Empire Petroleum Corporation (the "Company") held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 85,564,235 shares of the Company’s common stock were entitled to vote as of April 29, 2012, the record date for the Annual Meeting. There were 51,489,770 shares present, in person or by proxy, at the Annual Meeting (or 60.2% of the outstanding shares), at which the stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.

 

Proposal 1 — Election of Directors

 

The stockholders voted to elect four directors to serve for a one-year term expiring at the annual meeting of stockholders in 2013 and until their successors are duly elected and qualified. The results of the vote were as follows:

     

 

 

Broker
 

       For       

 

    Against     Abstain Non-Votes
Albert E. Whitehead 50,087,770 1,255,000 147,000 -0-
John C. Kinard 51,342,770 -0- 147,000 -0-
Montague H. Hackett, Jr. 51,342,770 -0- 147,000 -0-
Kevin R. Seth 51,342,770 -0- 147,000 -0-

 

Proposal 2 — Amendment to Certificate of Incorporation

 

The stockholders voted to approve an amendment to the Company's Certificate of Incorporation, as amended, to increase the authorized stock of the Company from One Hundred Million (100,000,000) shares to One Hundred Fifty Million (150,000,000) shares (the "Amendment"). The Amendment was adopted, subject to stockholder approval, by the Board of Directors of the Company pursuant to a Unanimous Consent to Action in Lieu of a Special Meeting of the Board of Directors dated March 12, 2012. The results of the vote were as follows:

 

            Broker
For   Against   Abstain   Non-Votes
49,985,845   1,503,925   -0-   -0-

 

The Amendment was filed with the Secretary of State of Delaware on May 31, 2012, which is the effective date of the Amendment. The Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and the full text of the Amendment is incorporated herein by reference.

 

 
 

Proposal 3 — Ratification of Appointment of

Independent Registered Public Accounting Firm

 

The stockholders voted to ratify the appointment of HoganTaylor LLP as the Company’s independent registered public accounting firm for 2012. The results of the vote were as follows:

 

            Broker
For   Against   Abstain   Non-Votes
51,434,437   55,000   333   -0-

 

Item 9.01. Financial Statements and Exhibits.

 

  (d)   The following exhibit is filed herewith:
  3.1  

Certificate of Amendment of Certificate of Incorporation (filed herewith).

 

 
             

SIGNATURES

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.

 

 

EMPIRE PETROLEUM CORPORATION

 

 

 

 

Date:  May 31, 2012 By:  /s/ Albert E. Whitehead
  Albert E. Whitehead, CEO and President

___________

 
 

EXHIBIT INDEX

 

Exhibit No. Description

 

3.1 Certificate of Amendment of Certificate of Incorporation (filed herewith).

 

 

 

EXHIBIT 3.1

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

 

Empire Petroleum Corporation (the "Corporation") organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

FIRST: That pursuant to a unanimous written consent in lieu of a special meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendment provided, in part, as follows:

 

RESOLVED , that the Certificate of Incorporation of the Corporation be amended by changing Article V thereof so that, as amended, said Article shall be and read in its entirety as follows:

 

ARTICLE V

 

Capitalization . The Corporation shall have the authority to issue 150,000,000 (one hundred fifty million) shares of stock each having a par value of one-tenth of one cent ($0.001). All stock of the Corporation shall be of the same class and shall have the same rights and preferences. Fully paid stock of this Corporation shall not be liable for further call or assessment. The Board of Directors shall have the authority by resolution to grant rights or subscriptions for common stock and for such consideration as the Board of Directors may fix and determine, without action by the stockholders, provided such consideration be as allowed by the laws of the State of Delaware.

 

SECOND: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF , the Corporation has caused this certificate to be signed this 31st day of May, 2012.

 

 

EMPIRE PETROLEUM CORPORATION

 

 

 

By :___/s/ Albert E. Whitehead ____________

Albert E. Whitehead, CEO and President