UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 23, 2022, Vertex Energy, Inc. (“we”, “us” or the “Company”) held its 2022 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, an aggregate of 35,764,065 shares of voting stock, or 55.1% of our 64,883,794 total outstanding voting shares (including shares of our common stock and Series A Convertible Preferred Stock, which voted together as a single class at the Meeting) as of April 26, 2022, the record date for the Meeting (the “Record Date”), were present at (including via proxy) or were voted at the Meeting, constituting a quorum. The following proposals were voted on at the Meeting (as described in greater detail in the Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 2, 2022 (the “Proxy”)), with the results of such voting as set forth below. Capitalized terms have the meanings given to such terms in the Proxy and this Form 8-K should be read in connection with the Proxy.
| Proposal 1 | For | Withhold | Broker Non-Votes | |||||||||
| Election of Directors | ||||||||||||
| Benjamin P. Cowart | 27,623,866 | 229,955 | 7,910,244 | |||||||||
| Dan Borgen | 25,443,081 | 2,410,740 | 7,910,244 | |||||||||
| David Phillips | 25,426,017 | 2,427,804 | 7,910,244 | |||||||||
| Christopher Stratton | 25,077,911 | 2,775,910 | 7,910,244 | |||||||||
| Timothy C. Harvey | 27,623,648 | 230,173 | 7,910,244 | |||||||||
| James P. Gregory | 27,594,312 | 259,509 | 7,910,244 | |||||||||
| Proposal 2 | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Advisory vote to approve named executive officer compensation | 27,474,529 | 83,046 | 296,246 | 7,910,244 | ||||||||||||
| Proposal 3 | 1 Year | 2 Years | 3 Years | Abstain | ||||||||||||
| Advisory vote on the frequency of shareholder votes on named executive compensation | 9,320,849 | 3,526,003 | 14,771,184 | 235,785 | ||||||||||||
| Proposal 4 | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Ratification of the appointment of Ham, Langston & Brezina, L.L.P., as the company’s independent auditors for the fiscal year ending December 31, 2022 | 35,451,242 | 84,640 | 228,183 | -0- | ||||||||||||
| Proposal 5 | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Stockholder proposal regarding simple majority vote | 3,892,294 | 19,172,748 | 4,788,779 | 7,910,224 | ||||||||||||
As a result of the above voting, each of six (6) director nominees were duly appointed to the Board of Directors by a plurality of the votes cast (there was no solicitation in opposition to management’s nominees as listed in the proxy statement), each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal and proposals 2 and 4, which each required the affirmative vote of a majority of the shares present in person or represented by proxy at the Meeting and entitled to vote, were validly approved by the Company’s stockholders. Additionally, in connection with proposal 3, a plurality of the votes cast were voted to hold future advisory votes on equity compensation every “3 Years” (the “Frequency Vote”). Proposal 5, a stockholder proposal regarding simple majority vote was not approved.
The Board of Directors, in connection with the outcome of the Frequency Vote, and the fact that “3 Years” received the greatest number of votes at the Meeting consistent with the recommendation of the Board of Directors, determined that the Company will hold future shareholder advisory votes on the compensation of the Company’s named executive officers each 3 years until the next required vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers, unless the Board of Directors determines, in its discretion, to hold votes on a different annual frequency. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the annual meeting occurring six years after the Meeting (which will be the Company’s 2028 annual meeting of shareholders).
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 hereunto duly authorized.
| VERTEX ENERGY, INC. | ||
| Date: June 23, 2022 | By: | /s/ Chris Carlson |
| Chris Carlson | ||
| Chief Financial Officer | ||