UNITED STATES
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): September 20, 2016
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.)
 
   
205 East 42nd Street, Fourteenth Floor
New York, New York 10017
 
(Address of principal executive offices)
 
   
(469) 828-3900
 
(Registrant’s 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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 September 20, 2016, 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
 
   
Votes
   
% Voted
   
Votes
   
% Voted
   
Votes
   
% Voted
 
Scot Cohen
    11,268,912       96.08 %     945       0.01 %     459,370       3.92 %
Glenn C. Pollack
    11,267,382       96.06 %     2,475       0.02 %     459,370       3.92 %
John Wallace
    11,267,382       96.06 %     2,475       0.02 %     459,370       3.92 %
Fred Zeidman
    11,267,382       96.06 %     2,475       0.02 %     459,370       3.92 %

The Company’s 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 2017 annual meeting of stockholders, or until their successors are elected and qualified.

Proposal No. 2- Reverse Stock Split

   
For
   
Against
   
Abstain
   
Broker Non-Vote
 
Votes
    11,459,867       257,145       12,215        
% Voted
    97.07 %     2.19 %     0.10 %      

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 Company’s Board of Directors, in its sole and absolute discretion, to amend the Company’s 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-10, within one year from the date of the Annual Meeting, with the exact ratio to be determined by the Board of Directors.

Proposal No. 3- Ratification of Appointment of Auditors
   
For
   
Against
   
Abstain
   
Broker Non-Vote
 
Votes
    11,712,064       4,874       12,289        
% Voted
    99.85 %     0.04 %     0.10 %      

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 GHB CPAs, PC as the Company’s independent auditors for the fiscal year ending April 30, 2017.

For more information about the foregoing proposals, please review the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on August 17, 2016.

 
 

 
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: September 21, 2016
 
By:
/s/ Scot Cohen
     
Scot Cohen
     
Executive Chairman