Item 3.03 Material Modification to Rights of Security Holders.
The information in Item 5.03 hereof is hereby incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the 2022 Annual Meeting, the Company's stockholders approved an amended and
restated certificate of incorporation incorporating an amendment to increase the
number of authorized shares of the Company's common stock from to 1,500,000,000
to 3,000,000,000 (the "Amended and Restated Certificate of Incorporation"). The
Amended and Restated Certificate of Incorporation was previously approved by the
Board of Directors, subject to stockholder approval. Accordingly, on
The foregoing description of the Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to Exhibit 3.1 filed herewith and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal One. To Elect Directors. Each of the three nominees listed below was elected a director of the Company to hold office until the next annual meeting of the stockholders and until his successor has been duly elected and qualified, based upon the following votes:
Nominee Number of Shares Number of Shares Number of Shares Number of Voted For Voted Against Abstaining Broker Non-Votes John N. Seitz 622,193,240 1,180,860 -0- 213,554,114 Paul L. Morris 617,517,099 5,785,001 -0- 213,554,114 Richard S. Langdon 608,497,499 14,804,601 -0- 213,554,112
Proposal Two. To ratify the selection of
Number of Shares Number of Shares Number of Shares Number of
Voted For Voted Against Abstaining Broker Non-Votes 824,438,048 272,219 12,145,946 -0-
Proposal Three. To approve an amendment to our certificate of incorporation to increase the number of authorized shares of common stock of the Company from 1,500,000,000 to 3,000,000,000.The Company's stockholders approved the amendment to the Company's certificate of incorporation increasing the authorized shares of common stock from 1,500,000,000 to 3,000,000,000, by the following votes:
Number of Shares Number of Shares Number of Shares Number of
Voted For Voted Against Abstaining Broker Non-Votes 803,116,532 21,727,238 12,012,442 -0-
Proposal Four. To Approve a Reverse Split. The Company's stockholders approved an amendment to the Company's certificate of incorporation to effect one or a series of reverse splits of the Company's common stock at a ratio of not less than 1-for-2 and not greater than 1-for-200, with the exact ratio to be set within such range in the discretion of the Board of Directors, without further approval or authorization of the Company's stockholders, by the following votes:
Number of Shares Number of Shares Number of Shares Number of
Voted For Voted Against Abstaining Broker Non-Votes 795,917,674 40,205,056 733,484 -0-
Proposal Five. To approve an amendment to our certificate of incorporation that eliminates reference to the classification of the board of directors into classes with staggered terms. The Company's stockholders did not approve an amendment to the Company's certificate of incorporation to eliminate reference to the classification of the board of directors into classes with staggered terms, by the following votes:
Number of Shares Number of Shares Number of Shares Number of
Voted For Voted Against Abstaining Broker Non-Votes 613,759,792 5,783,952 3,758,356 213,554,114
Proposal Six. To approve a non-binding advisory resolution on executive compensation. The Company's stockholders approved a non-binding advisory resolution on executive compensation by the following votes:
Number of Shares Number of Shares Number of Shares Number of
Voted For Voted Against Abstaining Broker Non-Votes 603,730,402 16,524,238 3,047,460 213,554,114
Proposal Seven. To vote on whether advisory votes on executive compensation should occur every one, two or three years. The Company's stockholders approved the timing by the following votes:
Number of Shares Number of Shares Number of Shares Number of Shares Voted For Three Years Voted For Two Years Voted For One Year Abstaining 255,346,680 297,606,914 68,109,892 2,238,614 Number of Broker Non-Votes 213,554,114
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits . The information in the Exhibit Index hereto is hereby incorporated herein by reference.
Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation ofGulfSlope Energy, Inc. , dated effectiveSeptember 30, 2022 (filed herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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