8-K 1 s106867_8k.htm 8-K

 

UNITED STATES

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

 

Date of Report (date of earliest event reported): July 17, 2017

 

U.S. ENERGY CORP.
(Exact Name of Company as Specified in its Charter)

 

Wyoming   0-6814   83-0205516
(State or other jurisdiction of   (Commission File No.)   (I.R.S. Employer
incorporation or organization)       Identification No.)

 

4643 S. Ulster Street, Suite 970, Denver, Colorado   80237
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (303) 993-3200

 

Not Applicable
Former Name, Former Address or Former Fiscal Year,
If Changed From 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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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).

 

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 Shareholders

 

U.S. Energy Corp. (the “Company”) held its annual meeting of shareholders on Monday, June 17, 2017, at 8:30 a.m. Mountain Time in Denver, Colorado. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s definitive proxy statement relating to the meeting, filed with the Securities and Exchange Commission on June 6, 2017 (the “Proxy Statement”), are as set forth below:

 

The following nominee for director was elected to serve until the 2020 annual meeting of shareholders and until his successor is elected or appointed and qualified:

 

Name of Director   Votes For   Withheld   Broker Non-Votes  
Javier F. Pico   1,006,478   107,278   3,380,712  

 

The shareholders voted to ratify the appointment of Hein & Associates LLP as independent auditors for the 2017 fiscal year:

 

Votes For   Votes Against   Abstain  
4,463,965   18,346   12,157  

  

The result of the shareholders’ advisory vote on executive compensation (“say-on-pay”) was as follows:

 

Votes For   Votes Against   Abstain   Broker Non-Votes  
879,537   224,878   9,341   3,380,712  

 

The shareholders vote on the frequency of a vote on approval of executive compensation was as follows:

 

1 Year   2 Years   3 Years   Abstain  
495,220   365,949   245,511   7,076  

 

The shareholders also voted to approve the issuance of shares of common stock as follows:

 

Votes For   Votes Against   Abstain   Broker Non-Votes  
900,521   199,132   14,103   3,380,712  

 

The shareholders also voted to approve an amendment to the U.S. Energy Corp. Amended and Restated 2012 Equity and Performance Incentive Plan as follows:

 

Votes For   Votes Against   Abstain   Broker Non-Votes  
642,134   441,562   30,060   3,380,712  

 

Item 9.01. Financial Statements and Exhibits

 

(d)

 

Exhibit No.   Description
10.1   U.S. Energy Corp. Amended and Restated 2012 Equity Performance and Incentive Plan

 

 

 

 

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.

 

  U.S. ENERGY CORP.
     
Dated: July 21, 2017 By: /s/ Ryan Smith
   

Ryan Smith

Chief Financial Officer