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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): September 27,
2018
001-35922
(Commission file number)
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
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Texas
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22-3755993
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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1250 Wood Branch Park Dr., Suite 400
Houston, Texas 77079
(Address of principal executive offices)
(855)
733-3826
(Issuer’s telephone number)
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 (see General Instruction A.2.
below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(a)
Resignation of Mr. Frank Ingriselli and Ms. Elizabeth
Smith
On
and effective September 27, 2018, immediately following the Annual
Meeting (defined below), Mr. Frank C. Ingriselli and Ms. Elizabeth
P. Smith resigned as members of the Board of Directors of the
Company, to pursue other opportunities and not in connection with a
disagreement with the Company on any matter relating to the
Company’s operations, policies or practices. Mr. Ingriselli
served as the Chairman of the Board of Directors prior to his
resignation.
At
the time of their resignations, Mr. Ingriselli did not serve on any
committees of the Board of Directors and Ms. Smith served as the
Chairperson of the Compensation Committee.
(d)
Appointment of H. Douglas Evans as a member of the Board of
Directors
Following the resignations of Mr. Ingriselli and
Ms. Smith as discussed above, on September 27, 2018, the Board of
Directors, pursuant to the power provided to the Board of Directors
by the Company’s Bylaws, as amended, decreased the size of
the Board of Directors to four (4) members and appointed Mr. H.
Douglas Evans as a member of the Board of Directors to fill the one
(1) remaining vacancy on the Board of Directors, effective
September 27, 2018. The Board of Directors also affirmatively
determined that Mr. Evans was “independent”
as defined in Section 803(A) of the NYSE American Company
Guide.
Mr. Evans previously invested $200,000 in the
Company’s August 1, 2018 sale of Convertible Promissory Notes
in an aggregate principal amount of $23.6 million (each, a
“Convertible
Note”), as disclosed in
greater detail in the Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on August 1,
2018, which Convertible Note he continues to hold. The Convertible
Note and all accrued interest thereon is convertible into shares of
the Company’s common stock, from time to time at the option
of the holder, at a conversion price of $2.13 per share, as
described in greater detail in the Current Report on Form 8-K filed
by the Company with the Securities and Exchange Commission on
September 4, 2018.
Other
than the Convertible Note, Mr. Evans is not a party to any material
plan, contract or arrangement (whether or not written) with the
Company and there are no arrangements or understandings between Mr.
Evans and any other person pursuant to which he was selected to
serve as a director of the Company, nor is he a participant in any
related party transaction required to be reported pursuant to Item
404(a) of Regulation S-K.
There
are no family relationships between any director or executive
officer of the Company, including, but not limited to Mr.
Evans.
Mr. Evans was appointed as a member of the
Compensation Committee, Audit
Committee and Nominating and Corporate Governance Committee (as
Chairman).
Biographical
information for Mr. Evans is provided below:
Mr. H. Douglas Evans, Age 70
Mr. Evans has more than 45 years of oil and gas
industry experience, 40 years of which have been spent in various
executive management positions with Gulf Interstate Engineering
Company (“GIE”), a privately-held Houston, Texas-based
firm specializing in the engineering of oil, gas and liquid
pipeline systems, where he currently serves as Chairman since 2017,
and previously as President and Chief Executive Officer
(2004-2017), President (2003-2017), Senior Vice President
(1994-2003), and in various other roles since he joined the company
in 1978. During Mr. Evans’ tenure as an executive at GIE, he
has successfully overseen the company’s organic growth from
$25 million in sales in 1996 to over $250 million in sales in
recent years, with GIE involved in almost every major onshore oil
and gas pipeline in the world over the last 20
years.
Mr.
Evans holds a B.Sc. Civil Engineering and Master of Business
Administration from Queen’s University at Kingston, Ontario,
and is a registered Professional Engineer in Ontario and Alberta,
Canada. Mr. Evans currently serves as a member of the Board of
Directors and Chairman of GIE (since 2017), a member of the Board
of Directors of Gulf Interstate Field Services, a GIE affiliate
engaged in providing oil and gas pipeline construction inspection
services (since 2003), the Board of Directors and Chairman of the
Strategy Committee for the International Pipe Line and Offshore
Contractors Association (IPLOCA) (since 2006), a member of the
Board of Houston, Texas-based Crossroads School, Inc., and a former
member of the Board of the Cystic Fibrosis Foundation – Texas
Gulf Coast Chapter.
Change In Board of Directors Committee Compositions
In connection with Mr. Ingriselli’s resignation as a member of the
Board of Directors of the Company and as Chairman of the Board of
Directors, the Board of Directors, on September 27, 2018, appointed
Mr. John Scelfo as Chairman of the Board of
Directors.
Effective
September 27, 2018, the Board of Directors of the Company changed
the composition of the committees of the Board of Directors in
connection with the changes in members of the Board of Directors
effective on such date, and such committees of the Board of
Directors consist of the following members effective September 27,
2018:
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Director
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Audit
Committee
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Compensation
Committee
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Nominating and Corporate Governance Committee
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Independent
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Dr.
Simon Kukes
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Ivar
Siem
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John J.
Scelfo*
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C
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C
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M
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X
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H.
Douglas Evans
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M
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M
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C
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X
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C – Chairman of Committee.
M – Member.
* Chairman of the Board of Directors.
(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 September 27, 2018 (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 3,000,000 (to 6,000,000), 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
August 10, 2018, 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 August 13, 2018. 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 September 27, 2018 and is incorporated by reference
into this Item
5.02.
(e) Restricted
Stock and Option Awards
On
September 27, 2018, the Company granted 20,000 shares of restricted
Company common stock under the Plan to Mr. John Scelfo and Mr. H.
Douglas Evans (who was appointed to the Board of Directors on the
same date as discussed above), each non-employee directors, which
shares vest on July 12, 2019 and September 27, 2019, respectively,
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.
In
addition, on September 27, 2018, the Company granted options to
purchase 120,000 shares of common stock to Mr. Scelfo and options
to purchase 100,000 shares of common stock to Mr. Evans, which
options have an exercise price of $2.19 per share, expire in five
(5) years from the date of grant and vest on July 12, 2019 and
September 27, 2019, respectively, 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 Stock Option Agreement entered into by and between
the Company and each recipient.
The
restricted stock and options were issued and granted in
consideration for Mr. Scelfo and Mr. Evans serving as independent
non-employee directors of the Company.
A copy
of the form of Restricted Shares Grant Agreement and form of Stock
Option Agreement for the awards granted on September 27, 2018 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.
None of
the other members of the Board of Directors are receiving any
consideration for their services to the Board of Directors, and as
previously reported, Dr. Simon Kukes, a member of the Board of
Directors and the Company’s Chief Executive Officer, has
agreed to accept an annual salary of $1 for his services as an
officer of the Company.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
At the Annual Meeting, the stockholders (i)
elected five 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 Marcum LLP, as the
Company’s independent registered public accounting firm for
the 2018 fiscal year, and (iv) 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 8,696,472 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 14,988,948 shares entitled to vote at the Annual
Meeting as of the August 9, 2018 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 August 13, 2018, 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.
The
results of the voting for each of the proposals were as
follows:
1.
Election of
Directors:
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Frank C.
Ingriselli
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8,418,653
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94,689
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0
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Simon
Kukes
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8,431,220
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82,122
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0
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John J.
Scelfo
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8,423,721
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89,621
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0
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Elizabeth P.
Smith
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8,395,653
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117,689
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0
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Ivar
Siem
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8,433,250
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80,092
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0
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2.
To approve an
amendment to the Company’s 2012 Equity Incentive Plan, to
increase by 3,000,000 the number of shares of common stock reserved
for issuance under the plan:
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For:
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8,307,013
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Against:
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205,983
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Abstain:
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346
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Broker
Non-Votes
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0
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3.
Ratification of the
appointment of Marcum LLP, as the Company’s independent
auditors for the fiscal year ending December 31, 2018:
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For:
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8,613,111
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Against:
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82,022
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Abstain:
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1,339
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Broker
Non-Votes
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183,130
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4.
To approve the
adjournment of the Annual Meeting, if necessary or
appropriate:
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For:
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8,525,705
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Against:
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170,485
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Abstain:
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282
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Broker
Non-Votes
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183,130
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As such, each of the five (5) 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 (see also
Item 5.02 above),
and proposals 2, 3 and 4 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.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on October 1,
2018 regarding the matters discussed in Items
5.02 and
5.07
above. A copy of the press release attached hereto
as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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PEDEVCO
Corp. Amended and Restated 2012 Equity Incentive Plan
(1)
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant
Agreement (2)
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Stock Option Agreement
(2)
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Press
Release dated October 1, 2018
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(1)
Filed on September 27, 2018, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-227566).
(2)
Filed on October 31, 2013, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-192002).
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 thereunto duly authorized.
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PEDEVCO CORP.
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Date: October
1, 2018
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By:
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/s/ Dr.
Simon Kukes
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Dr. Simon Kukes
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Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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PEDEVCO
Corp. Amended and Restated 2012 Equity Incentive Plan
(1)
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant
Agreement (2)
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Stock Option Agreement
(2)
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Press
Release dated October 1, 2018
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(1)
Filed on September 27, 2018, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-227566).
(2)
Filed on October 31, 2013, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-192002).