Form 8-K


 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 8, 2015

 

PETRO RIVER OIL CORP.

(Exact name of Registrant as specified in its Charter)

 

 




Delaware

000-49760

9800611188

 

(State or other jurisdiction

of incorporation)

(Commission File No.)

(IRS Employer

Identification No.)

 

 



1980 Post Oak Blvd., Suite 2020

Houston, TX 77056

 

(Address of principal executive offices)

 


 

(469) 828-3900

 

(Registrants Telephone Number)

 


 

Not Applicable

 

(Former name or 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 (see General Instruction A.2. below):

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 








Item 5.07  Submission of Matters to a Vote of Security Holders.


On July 8, 2015, the Petro River Oil Corp. (the Company) held its annual meeting of stockholders (the Annual Meeting). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.


Proposal No. 1- Election of Directors




For


Withheld


Broker Non-Vote

Scot Cohen


435,947,943


772,539


49,288,279

Glenn C. Pollack


435,998,562


721,920


49,288,279

John Wallace


436,027,066


693,416


49,288,279

Fred Zeidman


435,990,326


730,156


49,288,279


The Companys Directors are elected by a plurality of the votes cast. Accordingly, each of the nominees named above were elected to serve on the Board of Directors until the 2016 annual meeting of stockholders, or until their successors are elected and qualified.


Proposal No. 2- Reverse Stock Split


For


Against


Abstain


Broker Non-Vote

480,467,338


3,489,517


782,645


1,269,261


The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, stockholders approved a resolution to authorize the Companys Board of Directors, in its sole and absolute discretion, to amend the Companys Certificate of Incorporation to implement a reverse stock split of our common stock, at a ratio of not less than 1-for-2, and not greater than 1-for-250, within one year from the date of the Annual Meeting, with the exact ratio to be determined by the Board of Directors (the Reverse Split).


Proposal No. 3- Authorized Share Increase


For


Against


Abstain


Broker Non-Vote

480,550,204


4,836,586


123,698


498,273


The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, stockholders approved a resolution to authorize the Companys Board of Directors, in its sole and absolute discretion, to amend our Certificate of Incorporation immediately following the Reverse Split to increase the total number of authorized shares of our common stock to 100.0 million.


Proposal No. 4- Ratification of Appointment of Auditors

 

For


Against


Abstain


Broker Non-Vote

482,428,878


0


38,535


237,743


The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, stockholders ratified the appointment of Marcum LLP as the Companys independent auditors for the fiscal year ending April 30, 2016.


For more information about the foregoing proposals, please review the Companys definitive proxy statement, filed with the Securities and Exchange Commission on June 5, 2015.














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 hereunto duly authorized.

 






 

 

PETRO RIVER OIL CORP.





Date: July 14, 2015

 

By:

 /s/ Scot Cohen

 

 

 

Scot Cohen

 

 

 

Chief Executive Officer