GulfSlope Energy, Inc. (OTCMKTS:GSPE) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.

The information in Item 5.03 hereof is hereby incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the GulfSlope Energy, Inc. (the “Company”) 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”), the Company’s stockholders approved and adopted the Company’s 2018 Omnibus Incentive Plan (the “2018 Plan”). The terms and conditions of the 2018 Plan are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2018 (the “Proxy Statement”). A copy of the 2018 Plan is attached to our DEF 14A, definitive proxy statement, filed on April 27, 2018 and incorporated by reference herein. The Company’s 2018 Omnibus Incentive Plan is effective as of May 18, 2018.

On May 21, 2018, Dr. Ronald A. Bain, 72, informed the Board of Directors of the Company (the “Board of Directors”) of his intention to retire as the Chief Operating Officer and President of the Company effective immediately. His resignation did not result from any disagreement with the Company. John N. Seitz, GulfSlope’s current Chief Executive Officer and Chairman of the Board of Directors, will assume the role of Chief Operating Officer and President on an interim basis. Dr. Bain will enter into a consulting agreement to provide geotechnical services to the Company as needed.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2018 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 975,000,000 to 1,500,000,000 (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 May 24, 2018, the Company filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

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 May 18, 2018, the Company held its 2018 Annual Meeting in Houston, Texas. The proposals voted upon at the Annual Meeting and the final voting results are indicated below. For additional information on these proposals, please see the Company’s Proxy Statement.

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:

Proposal Two. To Adopt the Company’s 2018 Omnibus Incentive Plan. The Company’s stockholders approved and adopted the 2018 Plan, by the following votes:

Proposal Three. To Increase the Number of Authorized Shares of Common Stock from 975,000,000 to 1,500,000,000. The Company’s stockholders approved the amendment to the Company’s certificate of incorporation increasing the authorized shares of common stock from 975,000,000 to 1,500,000,000, by the following votes:

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-100, 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:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The information in the Exhibit Index hereto is hereby incorporated herein by reference.

GULFSLOPE ENERGY, INC. Exhibit
EX-3.1 2 ex3-1.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION   GulfSlope Energy,…
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About GulfSlope Energy, Inc. (OTCMKTS:GSPE)

GulfSlope Energy, Inc. (GulfSlope) is an independent oil and natural gas exploration company. The Company’s interests are concentrated in the United States Gulf of Mexico (GOM) federal waters offshore Louisiana. The Company focuses on identifying oil and gas prospects. As of September 30, 2015, the Company had identified and acquired leases on approximately 20 prospects containing hydrocarbon deposits. As of September 30, 2015, the Company had leased approximately 20 federal Outer Continental Shelf blocks (leases). As of September 30, 2015, the Company had licensed approximately 2.2 million acres of three-dimensional (3D) seismic data in its area of concentration and evaluated the data using interpretation technologies. As of September 30, 2015, the Company had not generated any revenues.