Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) Restricted
Stock and Option Awards
On
August 27, 2020, PEDEVCO Corp. (the “Company”) granted
(i) 100,000 shares of restricted Company common stock under the
Company’s Amended and Restated 2012 Equity Incentive Plan
(the “Plan”) to Mr. John Scelfo, which shares vest on
July 12, 2021, (ii) 70,000 shares of restricted Company common
stock under the Plan to Mr. H. Douglas Evans, which shares vest on
September 27, 2021, and (iii) 70,000 shares of restricted Company
common stock under the Plan to Mr. Ivar Siem, which shares vest on
July 12, 2021, 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 each recipient. These restricted stock awards were
issued and granted in consideration for Messrs. Scelfo, Evans and
Siem serving as non-employee directors of the Company.
A copy of the form of Restricted Shares Grant
Agreement for the awards granted on August 27, 2020 is attached
as Exhibit 4.2
to the Company’s Registration
Statement on Form S-8 filed with the U.S. Securities and Exchange
Commission (“SEC”) on October 31, 2013 and is
incorporated by reference into this Item
5.02.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
At
the Annual Meeting of Stockholders of the Company held on August
27, 2020 (the “Annual Meeting”), the stockholders (i)
elected four director nominees, (ii) approved, on an advisory
basis, the appointment of Marcum LLP, as the Company’s
independent registered public accounting firm for the 2020 fiscal
year, (iii) approved, on a non-binding advisory basis, the
compensation awarded to the Company’s named executive
officers for 2020, and (iv) 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).
A total of 69,250,010 shares of common stock 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 72,125,328 shares entitled to
vote at the Annual Meeting as of the July 9, 2020 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 Definitive Proxy
Statement on Schedule 14A filed
with the Securities and Exchange Commission on July 10, 2020 (the
“Proxy”) and summarized below. This Form 8-K
should be read in connection with the Proxy. There was no
solicitation in opposition to management’s nominees as listed
in its proxy statement and all such nominees were elected as
directors.
The
results of the voting for each of the proposals were as
follows:
1. Election
of Directors:
|
|
|
|
|
|
John J.
Scelfo
|
63,925,047
|
324,963
|
44,403
|
|
Simon
Kukes
|
63,881,509
|
368,501
|
44,403
|
|
Ivar
Siem
|
63,881,509
|
368,501
|
44,403
|
|
H. Douglas
Evans
|
63,921,585
|
328,425
|
44,403
|
2. Ratification
of the appointment of Marcum LLP, as the Company’s
independent auditors for the fiscal year ending December 31,
2020:
|
For:
|
63,977,225
|
|
|
|
|
Against:
|
313,779
|
|
|
|
|
Abstain:
|
3,409
|
|
|
|
|
Broker
Non-Votes:
|
-0-
|
3.
To
approve, by non-binding vote, the compensation of the
Company’s named executive officers:
|
For:
|
64,004,254
|
|
|
|
|
Against:
|
144,029
|
|
|
|
|
Abstain:
|
101,727
|
|
|
|
|
Broker
Non-Votes:
|
44,403
|
4.
To
recommend, by non-binding vote, the frequency of holding advisory
votes on the compensation of the Company’s named executive
officers:
|
1
Year:
|
919,078
|
|
|
|
|
2
Years:
|
9,802
|
|
|
|
|
Three
Years:
|
63,177,570
|
|
|
|
|
Abstain:
|
143,560
|
|
|
|
|
Broker
Non-Votes:
|
44,403
|
As
such, each of the four (4) director nominees were duly appointed to
the Board of Directors by a plurality of the votes cast (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 and 3 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 3 was
non-binding. Finally, proposal 4, 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.