EON Resources Inc 8-K, filed Nov 26, 2024
EON Resources Inc. (EONR)
About this 8-K
EON Resources Inc filed this 8-K on November 26, 2024.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 26, 2024, the Board of Directors of EON Resources Inc. (the “Company”) approved an amendment of the Company’s Bylaws to reduce the quorum needed for stockholder meetings to one-third (33.33%) of the voting power of the shares issued and outstanding and entitled to vote at a meeting of stockholders. The quorum requirement was also applied retroactively to the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on December 10, 2024, beginning at 2:30 p.m. eastern time via live webcast at the following address: https://www.cstproxy.com/eonr/2024.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit Number |
Description | |
| 3.1 | Amendment No. 1 to the Amended and Restated Bylaws of EON Resources Inc. | |
| 107 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
| November 26, 2024 | EON Resources Inc. | |
| By: | /s/ Mitchell B. Trotter | |
| Name: | Mitchell B. Trotter | |
| Title: | Chief Financial Officer | |
2
Exhibit 3.1
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED
BYLAWS
OF
EON RESOURCES INC.
(a Delaware corporation)
This Amendment No. 1 to the Bylaws (the “Bylaws”) of EON Resources Inc., a Delaware corporation (the “Corporation”), is effective as of November 26, 2024.
WHEREAS, the Board of Directors of the Corporation has approved by unanimous written consent the Amendment No. 1 to the Bylaws as set forth below.
NOW, THEREFORE, BE IT RESOLVED, the Bylaws are hereby amended as follows:
Section 2.4 of the Bylaws entitled “Quorum” is hereby amended and restated in its entirety to read as follows:
Section 2.4 Quorum. Except as otherwise provided by applicable law, the Corporation’s Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”), or these Bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of more than one third (33.33%) of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing more than one third (33.33%) of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.
RESOLVED, except as modified by this Amendment No. 1 to the Bylaws, the rest of the Bylaws remain unchanged and, as modified, continue in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 1 to be signed by its Chief Executive Officer as of the date first written above.
| Date: November 26, 2024 | EON RESOURCES INC. | |
| By: | /s/ Dante Caravaggio | |
| Name: | Dante Caravaggio | |
| Title: | Chief Executive Officer | |