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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

 

June 6, 2024

Date of Report (Date of earliest event reported)

 

Zion Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-33228   20-0065053
(Commission File Number)   (IRS Employer
Identification No.)

 

12655 North Central Expressway, Suite 1000, Dallas, TX 75243

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: 214-221-4610

 

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:

 

☐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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         

 

 

 

 

 

 

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

 

On June 5, 2024, Zion Oil & Gas, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) at 12655 North Central Expressway, Suite 1000, Dallas, Texas 75243 and by virtual Zoom Webinar. As of April 8, 2024, the record date for the 2024 Annual Meeting, there were 730,304,892 shares of common stock issued and outstanding. A quorum of common stockholders, present in person or by proxy, representing 464,573,067 shares of common stock was present at the 2024 Annual Meeting. The final voting results of the 2024 Annual Meeting are set forth below.

 

1.  Proposal to elect Class I Directors to serve until the 2027 Annual Meeting of Stockholders.

 

The Company’s common stockholders elected each of the Company’s five nominees for Class I Directors to serve a term of three years to expire at the 2027 Annual Meeting of stockholders or until their respective successors are duly elected and qualified, as set forth below:

 

Name   Votes For   Votes Against   Votes Abstain   Broker Non-Votes
Kent Siegel   300,765,133   13,839,984   9,092,207   140,875,741
                 
Sarah Caygill   299,955,349   15,597,987   8,143,988   140,875,741
                 
Javier Mazon   299,112,992   16,984,690   7,599,643   140,875,741  
                 
Jeffrey Moskowitz   307,157,044   9,791,986   6,748,294   140,875,741
                 
John Brown   307,696,119   10,764,226   5,236,980   140,875,741

 

2.  Proposal to ratify the appointment of RBSM, LLP. as the Company’s auditors for the year ending December 31, 2024.

 

The Company’s common stockholders ratified the appointment of RBSM, LLP., as the Company’s auditors for the year ending December 31, 2024, as follows:

 

Votes For   Votes Against   Abstain   Broker Non-Votes
442,732,544   10,099,757   11,740,764   0

 

3.  Proposal to approve an Amendment for an additional number of shares of common stock available under the 2021 Omnibus Incentive Plan for employees, directors and consultants reserving for issuance thereunder an additional twenty (20) million shares of Common Stock and thereby increasing the number of shares the Company is authorized to issue thereunder from 38,823,555 shares to 58,823,500 shares.

 

The Company’s common stockholders approved an Amendment for an additional number of shares of common stock available under the 2021 Omnibus Incentive Plan for employees, directors and consultants reserving for issuance thereunder an additional twenty (20) million shares of Common Stock and thereby increasing the number of shares the Company is authorized to issue thereunder from 38,823,555 shares to 58,823,500 shares as set forth below:

 

Votes For   Votes Against   Abstain   Broker Non-Votes
267,223,281   50,269,862   6,204,182   140,875,741

 

1

 

 

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 hereto duly authorized.

 

Date: June 6, 2024  
   
Zion Oil and Gas, Inc.  
     
By: /s/ Robert Dunn  
  Robert Dunn  
  Chief Executive Officer  

 

2

 

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Jun. 06, 2024
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Document Type 8-K
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Document Period End Date Jun. 06, 2024
Entity File Number 001-33228
Entity Registrant Name Zion Oil & Gas, Inc.
Entity Central Index Key 0001131312
Entity Tax Identification Number 20-0065053
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 12655 North Central Expressway
Entity Address, Address Line Two Suite 1000
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75243
City Area Code 214
Local Phone Number 221-4610
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
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