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): October 25, 2022
| HOUSTON AMERICAN ENERGY CORP. | ||
| (Exact name of registrant as specified in its charter) |
| Delaware | 1-32955 | 76-0675953 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 801 Travis Street, Suite 1425 | ||
| Houston, Texas 77002 | ||
| (Address of principal executive offices, including zip code) |
| 713-222-6966 | ||
| (Registrant’s telephone number, including area code) |
| (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 obligations 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, par value $0.001 per share | HUSA | NYSE American |
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 5.07. Submission of Matters to a Vote of Security Holders
On October 25, 2022, Houston American Energy Corp. (the “Company”) held its Annual Meeting of shareholders. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Proxy Statement, are as follows:
Proposal 1. The nominee for election as Class A Director was elected to serve until the 2025 Annual Meetings of Stockholders and until his successor has been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the director was as follows:
| Director | For | Withheld | Abstentions | Broker Non-Votes | ||||||||||||
| R. Keith Grimes (Class A) | 2,527,078 | 268,326 | 4,932,202 | 2,200,732 | ||||||||||||
Proposal 2. The amendment of the Company’s certificate of incorporation to increase the authorized shares of common stock failed to attain the required vote of a majority of outstanding shares by the votes set forth in the table below:
| For | Withheld | Abstentions | Broker Non-Votes | ||||||||||||
| 3,788,311 | 1,126,326 | 5,013,701 | 0 | ||||||||||||
Proposal 3. The appointment of Marcum LLP as the Company’s independent registered public accounting firm for fiscal 2022 was ratified by the stockholders by the votes set forth in the table below:
| For | Withheld | Abstentions | Broker Non-Votes | ||||||||||||
| 4,643,418 | 173,310 | 5,111,610 | 0 | ||||||||||||
Proposal 4. The compensation of the named executive officers as disclosed in the Company’s Proxy Statement was approved on an advisory basis by the votes set forth in the table below:
| For | Withheld | Abstentions | Broker Non-Votes | ||||||||||||
| 2,263,072 | 414,430 | 5,050,104 | 2,200,732 | ||||||||||||
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.
| HOUSTON AMERICAN ENERGY CORP. | ||
| Dated: October 27, 2022 | ||
| By: | /s/ John Terwilliger | |
| Name: | John Terwilliger | |
| Title: | Chief Executive Officer | |