Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e)
Stockholder Approval
of
an Amendment to
the PEDEVCO CORP. 2012 Equity Incentive Plan
At the Annual Meeting of Stockholders of the
Company held on December 28, 2017 (the “
Annual
Meeting
”), the
stockholders of the Company approved an amendment to the
Company’s Amended and Restated 2012 Equity Incentive Plan
(the “
Plan
”)
to
increase by 1,500,000 (to 3,000,000), the number of
shares of common stock reserved for issuance under the
Plan
. The Company’s stockholders
approved the Plan in accordance with the voting results set forth
below under Item 5.07. The increase to the Plan was originally
approved by the Board of Directors of the Company on November 6,
2017, subject to stockholder approval.
The Plan was originally adopted in 2012. The
material terms of the Plan were described in the Company’s
Proxy Statement under the caption “
Proposal 2 –
Amendment to the PEDEVCO Corp. 2012 Equity Incentive
Plan
” filed with the SEC
on November 8, 2017. The Plan provides for awards of incentive
stock options, non-statutory stock options, rights to acquire
restricted stock, stock appreciation rights, or SARs, and
performance units and performance shares. Incentive
stock options granted under the Plan are intended to qualify as
“
incentive stock
options
” within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the “
Code
”).
The
above description of the Plan does not purport to be complete, and
is qualified in its entirety by reference to the full text of the
Plan, which is attached as Exhibit 4.1 to the Company’s
Registration Statement on Form S-8 filed with the U.S. Securities
and Exchange Commission on December 28, 2017 and is incorporated by
reference into this Item 5.02.
(e)
Restricted Stock and Option Awards
On
December 28, 2017, the Company granted 150,000 shares of restricted
Company common stock under the Plan to each member of the
Company’s Board of Directors – Messrs. Ingriselli,
McAfee and Steinberg, and Ms. Smith – which shares vest on
the date in 2018 that corresponds with each director’s
original appointment date to the Company’s Board of Directors
as a non-employee director, in each case subject to the recipient
of the shares being a member of the Company’s Board of
Directors on such vesting date, and subject to the terms and
conditions of a Restricted Shares Grant Agreement entered into by
and between the Company and the recipient. These shares were
granted in accordance with the terms of the Company’s Board
Compensation Program, as revised by the Board of Directors for the
current year to reduce the number of shares of restricted Company
common stock issuable to each director to a fixed 150,000 shares
rather than shares valued at $60,000 as of the date of grant, which
would have otherwise exceeded 150,000 shares granted to each
director.
In addition, on December 28, 2017, in connection
with the Company’s annual compensation review process, the
Company granted restricted stock awards to Messrs. Michael L.
Peterson (President and Chief Executive Officer) and Clark R. Moore
(Executive Vice President, General Counsel and Secretary), of
410,000 and 260,000 shares, respectively, and options to purchase
150,000 shares of common stock to Gregory Overholtzer (Chief
Financial Officer), which options have an exercise price of $0.3088
per share and expire in five (5) years from the date of grant. The
restricted stock and option awards were granted under the Plan, as
amended. The restricted stock and option awards vest as follows:
50% of the shares/options on the six (6) month anniversary of
December 28, 2017 (the “
Grant
Date
”); (ii) 30% on the
twelve (12) month anniversary of the Grant Date; and (iii) 20% on
the eighteen (18) month anniversary of the Grant Date, in each case
subject to the recipient of the shares or options being an employee
of or consultant to the Company on such vesting date, and subject
to the terms and conditions of a Restricted Shares Grant Agreement
or Stock Option Agreement, as applicable, entered into by and
between the Company and the recipient.
A copy
of the form of Restricted Shares Grant Agreement and form of Stock
Option Agreement for the awards granted on December 28, 2017 are
attached as
Exhibits 4.2
and 4.3
, respectively, to the Company’s Registration
Statement on Form S-8 filed with the U.S. Securities and Exchange
Commission on October 31, 2013 and are incorporated by reference
into this Item 5.02.
Rescission of Restricted Stock Awards
On December 28, 2017, the Company and Mr. David Z.
Steinberg, a member of the Company’s Board of Directors,
entered into a Rescission Agreement (the “
Rescission
Agreement
”) pursuant to
which the Company and Mr. Steinberg agreed to cancel and rescind an
aggregate of 75,975 shares of restricted Company Common Stock
originally granted to Mr. Steinberg pursuant to the Board
Compensation Program in 2015 and 2016.
The foregoing description of the Rescission
Agreement is qualified in its entirety by the full text of the
document which is filed as
Exhibit 10.1
to this Current Report on Form 8-K and
incorporated in this
Item 5.02
by
reference
.
Item 5.07
Submission of Matters to a Vote of Security Holders.
At
the Annual Meeting, the stockholders (i) elected four director
nominees, (ii) approved the amendment to the Plan (described in
greater detail above under Item 5.02), (iii) approved, on an
advisory basis, the appointment of GBH CPA’s, PC, as the
Company’s independent registered public accounting firm for
the 2017 fiscal year, (iv) approved, on a non-binding advisory
basis, the compensation awarded to the Company’s named
executive officers for 2017, (v) approved, on a non-binding
advisory basis, the frequency of the advisory vote on compensation
of our named executive officers as being every three years (i.e.,
three years received the greatest number of votes cast on such
proposal), and (vi) approved the adjournment of the Annual Meeting,
if necessary or appropriate, to solicit additional proxies,
provided that such adjournment was not necessary.
A total of 2,492,075 shares were present in person
or by proxy and represented at the Annual Meeting, which shares
constituted a quorum (over 33 1/3% of our outstanding voting
shares) based on 6,151,354 shares entitled to vote at the Annual
Meeting as of the October 30, 2017 record date for the Annual
Meeting. At the Annual Meeting, the Company’s shareholders
voted on the following proposals described in greater detail in the
Company’s Proxy Statement filed with the Securities and
Exchange Commission on November 8, 2017, and summarized
below.
There was no solicitation in opposition to
management’s nominees as listed in its proxy statement and
all such nominees were elected to the class of directors.
There were no broker non-votes
applicable to the proposals to come before the Annual
Meeting.
The
results of the voting for each of the proposals were as
follows:
1.
Election of
Directors:
|
|
|
|
|
|
Frank C.
Ingriselli
|
2,293,198
|
120,860
|
0
|
|
Adam
McAfee
|
2,292,588
|
121,470
|
0
|
|
Elizabeth P.
Smith
|
2,357,523
|
56,535
|
0
|
|
David Z.
Steinberg
|
2,354,301
|
59,757
|
0
|
2.
To
approve an amendment to the Company’s 2012 Equity Incentive
Plan, to increase by 1,500,000 the number of shares of common stock
reserved for issuance under the plan:
|
For:
|
1,943,075
|
|
|
|
|
Against:
|
470,332
|
|
|
|
|
Abstain:
|
651
|
|
|
|
|
|
0
|
3.
Ratification of
the appointment of GBH CPA’s, PC, as the Company’s
independent auditors for the fiscal year ending December 31,
2017:
|
For:
|
2,374,664
|
|
|
|
|
Against:
|
34,103
|
|
|
|
|
Abstain:
|
5,291
|
|
|
|
|
Broker
Non-Votes
|
0
|
4.
To
approve, by non-binding vote, the compensation of the
Company’s named executive officers:
|
For:
|
2,290,493
|
|
|
|
|
Against:
|
122,284
|
|
|
|
|
Abstain:
|
1,281
|
|
|
|
|
Broker
Non-Votes
|
0
|
5.
To
recommend, by non-binding vote, the frequency of holding advisory
votes on the compensation of the Company’s named executive
officers:
|
1
Year:
|
751,555
|
|
|
|
|
2
Years:
|
145,209
|
|
|
|
|
3
Years:
|
1,488,951
|
|
|
|
|
Abstain:
|
106,360
|
|
|
|
|
Broker
Non-Votes
|
0
|
6.
To
approve the adjournment of the Annual Meeting, if necessary or
appropriate:
|
For:
|
1,833,876
|
|
|
|
|
Against:
|
579,519
|
|
|
|
|
Abstain:
|
663
|
|
|
|
|
Broker
Non-Votes
|
0
|
As
such, each of the four (4) director nominees were duly appointed to
the Board of Directors by a plurality of the votes cast (and Mr.
Steinberg, the Series A Preferred Stock nominee was further
appointed by the Series A Preferred Stock holder)(there was no
solicitation in opposition to management’s nominees as listed
in its proxy statement), each to serve a term of one year and until
their respective successors have been elected and qualified, or
until their earlier resignation or removal, and proposals 2, 3, 4
and 6 were separately approved and ratified by the affirmative vote
of a majority of the shares present in person or represented by
proxy at the Annual Meeting and entitled to vote on, and who voted
for, against, or expressly abstained with respect to, each such
proposal, notwithstanding the fact that proposal 4 was non-binding.
Finally, proposal 5, which was also non-binding, received the most
votes for holding future advisory votes on executive compensation
every “3 years”.
Furthermore, in
light of the voting results with respect to the frequency of
holding a non-binding, advisory vote on executive compensation, and
consistent with the fact that such period received the highest
number of votes cast at the Annual Meeting, the Board of Directors
has determined that the Company will hold future non-binding,
advisory votes of stockholders to approve the compensation of the
named executive officers every three years until the next
non-binding, advisory stockholder vote on the frequency of
stockholder votes on executive compensation, or until the Board of
Directors otherwise determines a different frequency for such
non-binding, advisory votes.