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Item 1.01 Entry Into a Material Definitive Agreement.
On August 25, 2022, PEDEVCO Corp. (the “Company”, “we” and “us”) and SK Energy, LLC (“SK Energy”), an entity owned and controlled by Dr. Simon Kukes, the Company’s Chief Executive Officer and member of the Board of Directors, entered into a letter agreement amending the terms of SK Energy’s current sublease of approximately 300 square feet of office space at the Company’s Houston, Texas headquarters. Pursuant to the letter agreement, commencing September 1, 2022, SK Energy and the Company agreed to extend the sublease until August 31, 2024, in exchange for payment by SK Energy of a non-refundable lump-sum payment of $24,000 to the Company, which payment will be fully-earned and non-refundable by the Company, and if, for any or no reason, the Company is no longer a tenant at the premises or desires to terminate SK Energy’s tenancy for any or no reason, that SK Energy shall have no recourse, right or claim to refund or reimbursement of any of the amount paid.
The foregoing description of the letter agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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 25, 2022, the Company granted (i) 100,000 shares of restricted Company common stock under the Company’s 2021 Equity Incentive Plan (the “Plan”) to Mr. John Scelfo, our Chairman, which shares vest on July 12, 2023, (ii) 70,000 shares of restricted Company common stock under the Plan to Mr. H. Douglas Evans, a member of the Board of Directors, which shares vest on September 27, 2023, and (iii) 70,000 shares of restricted Company common stock under the Plan to Mr. Ivar Siem, a member of the Board of Directors, which shares vest on July 12, 2023, 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.
The foregoing description of the Restricted Shares Grant Agreements set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof. A copy of the form of Restricted Shares Grant Agreement for the awards granted on August 25, 2022, is attached as Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission (“SEC”) on September 1, 2021 and is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 25, 2022, the Board of Directors of the Company approved an amendment to the Company’s amended and restated bylaws (the “Bylaws”), pursuant to the authority provided to the Board of Directors in the Bylaws, effective immediately, to increase the number of shares necessary to constitute a quorum at any meeting of the Company’s stockholders from ‘33 1/3%’ to a ‘majority’ of all shares of stock entitled to vote at any meeting of the Company’s stockholders, present in person or by proxy.
The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the amendment to the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 25, 2022, the Company held its 2022 Annual Meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders (i) elected four director nominees, and (ii) approved, on an advisory basis, the appointment of Marcum LLP, as the Company’s independent registered public accounting firm for the 2022 fiscal year.
A total of 63,814,715 shares of common stock were present in person or by proxy and represented at the Annual Meeting, which shares constituted a quorum (a majority of the outstanding shares of the Company entitled to vote) based on 85,550,267 shares entitled to vote at the Annual Meeting as of the July 8, 2022 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 Definitive Proxy Statement on Schedule 14A which the Company filed with the Securities and Exchange Commission on July 11, 2022 (the “Proxy Statement”) and summarized below. This Form 8‑K should be read in connection with the Proxy Statement. 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:
| For | Against | Abstain | Broker Non-Votes |
John J. Scelfo | 62,474,902 | 474,854 | -0- | 864,959 |
Simon Kukes | 62,456,417 | 493,339 | -0- | 864,959 |
Ivar Siem | 62,348,327 | 601,429 | -0- | 864,959 |
H. Douglas Evans | 60,747,757 | 2,201,999 | -0- | 864,959 |
2. Ratification of the appointment of Marcum LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2022:
For: | 63,617,286 |
| |
Against: | 148,473 |
| |
Abstain: | 48,956 |
| |
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 (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 proposal 2 was 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, such proposal.
