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, 2019
Tellurian Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-5507 |
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06-0842255 |
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(State or other jurisdiction of
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(Commission File Number) |
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(I.R.S. Employer
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1201 Louisiana Street, Suite 3100, Houston, TX |
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77002 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (832) 962-4000
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock, par value $0.01 per share |
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TELL |
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Nasdaq Capital Market |
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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 5, 2019, Tellurian Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). Holders of 242,063,899 shares of the Company’s common stock and 6,123,782 shares of the Company’s preferred stock issued and outstanding at the close of business on the record date of April 22, 2019 were entitled to vote at the Annual Meeting, of which 227,089,570 shares of the Company’s common stock or preferred stock, or approximately 91.5% of those entitled to vote, were represented in person or by proxy at the Annual Meeting.
The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement for the Annual Meeting, are as follows:
Proposal 1 — Election of Directors
Brooke A. Peterson
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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189,453,653 |
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12,152,174 |
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975,859 |
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24,507,884 |
Charif Souki
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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193,401,953 |
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9,149,038 |
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30,695 |
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24,507,884 |
Don A. Turkleson
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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192,193,569 |
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10,355,281 |
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32,836 |
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24,507,884 |
Proposal 2 — To approve, for purposes of Nasdaq Listing Rule 5635, the issuance by the Company of shares of its common stock to TOTAL Delaware, Inc. (“TOTAL”) pursuant to the terms of the Common Stock Purchase Agreement, dated April 3, 2019, by and between the Company and TOTAL
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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202,298,618 |
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222,187 |
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60,881 |
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24,507,884 |
Proposal 3 — To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019
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For |
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Against |
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Abstain |
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226,432,782 |
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549,358 |
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107,430 |
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.
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TELLURIAN INC. |
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Date: June 6, 2019 |
By: |
/s/ Antoine J. Lafargue |
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Name: |
Antoine J. Lafargue |
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Title: |
Senior Vice President and Chief Financial Officer |