e8vk
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) March 15, 2010 (March 11, 2010)
PANHANDLE OIL AND GAS INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
OKLAHOMA
|
|
001-31759
|
|
73-1055775 |
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
|
|
|
5400 North Grand Blvd.,
Suite 300
Oklahoma City, OK
(Address of principal executive offices)
|
|
73112
(Zip code) |
(405) 948-1560
(Registrants telephone number including area code)
Not Applicable
(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
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act
|
|
|
ITEM 5.02 |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers |
On March 11, 2010, Panhandle Oil and Gas Inc.s board of directors promoted Paul F. Blanchard, Jr.
to Senior Vice President, Chief Operating Officer of the Company. Prior to joining Panhandle in
January 2009 as Vice President, Chief Operating Officer, Mr. Blanchard was employed by Range
Resources Corporation as Vice President of the Mid-Continent Business Unit in Oklahoma City. Mr.
Blanchard holds a B.S. degree in petroleum engineering from the University of Oklahoma and has over
twenty-seven years experience in the Mid-Continent area.
|
|
|
ITEM 5.07 |
|
Submission of Matters to a Vote of Security Holders |
Panhandle Oil and Gas Inc. (the Company) held its annual meeting (the The Annual Meeting) of
shareholders on March 11, 2010 at the Waterford Marriott in Oklahoma City, Oklahoma. A quorum
consisting of approximately 74% of the Companys Class A Common Stock issued and outstanding was
represented either in person or by proxy. At the Annual Meeting the Companys shareholders voted
on proposals to: (1) elect Dr. Bruce M. Bell, Robert O. Lorenz and Robert E. Robotti as directors
to serve for three year terms; (2) approve of the Panhandle Oil and Gas Inc. 2010 Restricted Stock
Plan; and (3) ratify the selection of Ernst & Young LLP as the Companys independent registered
public accounting firm for fiscal year ended September 30, 2010. The voting results of the
proposals are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
|
Against |
|
|
Withheld |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
Proposal #1 Election
of Three Directors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Bruce M. Bell |
|
|
4,431,430 |
|
|
|
N/A |
|
|
|
81,417 |
|
|
|
N/A |
|
|
|
1,611,378 |
|
Robert O. Lorenz |
|
|
4,430,213 |
|
|
|
N/A |
|
|
|
82,634 |
|
|
|
N/A |
|
|
|
1,611,378 |
|
Robert E. Robotti |
|
|
4,390,142 |
|
|
|
N/A |
|
|
|
122,705 |
|
|
|
N/A |
|
|
|
1,611,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal #2 Approval
of the Panhandle Oil
and Gas Inc. 2010
Restricted Stock Plan: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
|
3,702,428 |
|
|
|
719,456 |
|
|
|
N/A |
|
|
|
90,963 |
|
|
|
1,611,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal #3 Ratification
of Selection of Independent
Registered Public Accounting
Firm: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
|
6,050,552 |
|
|
|
42,350 |
|
|
|
N/A |
|
|
|
31,323 |
|
|
|
-0- |
|
|
|
|
ITEM 7.01 |
|
Regulation FD Disclosures |
On March 12, 2010 the Company issued a press release announcing Results of Annual Shareholders
Meeting which included the management change. The full text of the press release is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 to Form 8-K, the information contained in Exhibit 99.1
is being furnished and shall not be deemed filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
|
|
|
ITEM 9.01 |
|
Financial Statements and Exhibits |
(d) Exhibits
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
99.1 |
|
|
Press Release issued by Panhandle Oil and Gas Inc., dated March 12, 2010 |
2
SIGNATURE
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.
|
|
|
|
|
|
PANHANDLE OIL AND GAS INC.
|
|
|
By: |
/s/ Michael C. Coffman
|
|
|
|
Michael C. Coffman, |
|
|
|
President and CEO |
|
|
DATE: March 15, 2010
3
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
99.1 |
|
|
Press Release issued by Panhandle Oil and Gas Inc., dated March 12, 2010 |
4