GENIE ENERGY LTD. (NYSE:GNE) Files An 8-K Submission of Matters to a Vote of Security Holders

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GENIE ENERGY LTD. (NYSE:GNE) Files An 8-K Submission of Matters to a Vote of Security Holders
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 7, 2018 (the “Meeting”). Stockholders voted on the matter 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 Against Abstentions % Votes For
James A. Courter 5,929,426 283,370 1,523 95.44%
Howard S. Jonas 5,948,141 265,464 95.73%
W. Wesley Perry 6,168,923 41,496 3,901 99.33%
Alan B. Rosenthal 6,171,770 39,346 3,203 99.37%
Allan Sass 6,183,476 27,204 3,640 99.56%

There were no broker held non-voted shares represented at the Meeting with respect to this matter.

(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 Company’s 2011 Stock Option and Incentive Plan to: (i) authorize additional shares of Class B Common Stock to be reserved for issuance thereunder by an additional 974,199 shares, (ii) allow non-employee directors to elect to receive their annual director fee in whole or in part in shares of Company’s Class B Common Stock, and (iii) conform with recent tax law changes..

The number of votes cast with respect to this matter was as follows:

Votes For Votes Against Abstentions % Votes For
6,167,951 42,027 4,342 99.32%

There were no broker held non-voted shares represented at the Meeting with respect to this matter.

(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 the approval and ratification of an August 7, 2017 grant to Howard S. Jonas of 210,840 shares of the Company’s Class B Common Stock in connection with the vesting of Deferred Stock Units in the Company’s subsidiary Genie Retail Energy, Inc.

The number of votes cast with respect to this matter was as follows:

Votes For Votes Against Abstentions % Votes For
6,130,862 59,214 24,243 99.04%

There were no broker held non-voted shares represented at the Meeting with respect to this matter.

(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 the approval of a sale to Howard S. Jonas of 1,152,074 shares of the Company’s Class B Common Stock at $4.34 per share for an aggregate sale price of $5 million, and warrants to purchase an additional 1,048,218 shares of the Company Class B Common Stock at $4.77 per share for an aggregate exercise price of $5 million.

The number of votes cast with respect to this matter was as follows:

Votes For Votes Against Abstentions % Votes For
6,175,120 36,107 3,093 99.42%

There were no broker held non-voted shares represented at the Meeting with respect to this matter.

(5) 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 a grant of options to purchase 256,818 shares of the Company’s Class B Common Stock at an exercise price of $4.34 per share to Howard S. Jonas in lieu of a cash bonus.

The number of votes cast with respect to this matter was as follows:

Votes For Votes Against Abstentions % Votes For
6,152,811 58,531 2,978 99.06%

There were no broker held non-voted shares represented at the Meeting with respect to this matter.

(6) 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 Summary Compensation Table in the “Executive Compensation” section of the Company’s 2018 Proxy Statement.

The number of votes cast with respect to this matter was as follows:

Votes For Votes Against Abstentions % Votes For
5,958,596 251,359 4,365 95.95%

There were no broker held non-voted shares represented at the Meeting with respect to this matter.

(7) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on this matter were voted in connection with conducting an advisory vote on the frequency of future advisory votes on executive compensation.

The number of votes cast with respect to this matter was as follows:

1 Year 2 Years 3 Years
409,401 5,086 5,793,502

There were no broker held non-voted shares represented at the Meeting with respect to this matter.

(d) Based upon the results set forth in item (b)(7) above, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders once every three years.


About GENIE ENERGY LTD. (NYSE:GNE)

Genie Energy Ltd. (Genie) owns interest in its subsidiary, Genie Energy International Corporation, which owns Genie Retail Energy and Genie Oil and Gas, Inc. The Company operates through three segments: Genie Retail Energy (GRE), Afek Oil and Gas, Ltd. (Afek), and Genie Oil and Gas (GOGAS). The GRE segment operates retail energy providers (REPs), including IDT Energy, Inc. and Residents Energy, Inc., and energy brokerage and marketing services. Its REP businesses resell electricity and natural gas to residential and small business customers. The Afek segment operates an oil and gas exploration project. The GOGAS segment is an oil and gas exploration company. The GOGAS segment consists of early-stage oil shale projects, including its interest in Genie Mongolia, Inc., an oil shale exploration project; American Shale Oil Corporation, which holds and manages an interest in AMSO, LLC, an oil shale development project, and Israel Energy Initiatives, Ltd., an oil shale development project.