8-K
Genie Energy Ltd. (GNE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
May 8, 2024
GENIE
ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
1-35327
(Commission File Number)
| Delaware | 45-2069276 |
|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (IRS Employer<br><br> <br>Identification No.) |
| 520 Broad Street<br><br> <br>Newark, New Jersey | 07102 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(973) 438-3500
Not Applicable
(Former name or former 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class<br> B common stock, par value $.01 per share | GNE | New<br> York Stock Exchange |
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 5.07 Submission of Matters to a Vote of Security Holders.
(a) Genie Energy Ltd.’s (the “Company”) Annual Meeting of Stockholders was held on May 8, 2024 (the “Meeting”). Stockholders voted on the matters set forth below.
(b)(1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.
The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
| Nominee | Votes For | Votes<br><br> Against | Abstentions | Broker<br><br> Non-Vote | % Votes<br><br> For | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Howard S. Jonas | 6,196,440 | 503,640 | 1,155 | 0 | 92.48 | |||||
| Joyce Mason | 6,636,721 | 63,363 | 1,151 | 0 | 99.05 | |||||
| W. Wesley Perry | 6,082,139 | 616,056 | 3,039 | 0 | 90.80 | |||||
| Alan B. Rosenthal | 6,082,327 | 615,847 | 3,061 | 0 | 90.81 | |||||
| Allan Sass | 6,442,969 | 255,408 | 2,858 | 0 | 96.19 |
(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the 2021 Stock Option and Incentive Plan that increased the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 180,000.
The number of votes cast with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For |
|---|---|---|---|---|
| 5,954,498 | 744,739 | 1,998 | 0 | 88.88 |
(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with an advisory vote on the compensation of the “Named Executive Officers” identified in the 2023 Summary Compensation Table in the “Executive Compensation” section of the 2023 Proxy Statement.
The number of votes cast with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For |
|---|---|---|---|---|
| 6,189,100 | 506,944 | 2,960 | 2,230 | 99.92 |
(4) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with an advisory vote on the frequency of future advisory votes on the compensation of the Named Executive Officers.
The number of votes cast with respect to this matter was as follows:
| One Year | Two Years | Three Years | Broker Non-Vote | % Votes For |
|---|---|---|---|---|
| 681,354 | 46,018 | 5,971,178 | 2,686 | 0 |
(d) Based upon the results set forth in item (b)(4) above, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders once every three years.
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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.
| GENIE ENERGY LTD. | ||
|---|---|---|
| By: | /s/<br> Michael Stein | |
| Name: | Michael Stein | |
| Title: | Chief Executive Officer |
Dated: May 9, 2024
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