• SEC Filings

PANHANDLE OIL AND GAS INC. (NYSE:PHX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

At the Annual Meeting of Stockholders of Panhandle Oil and Gas Inc. (the “Company”) held on March 3, 2020 (the “2020 Annual Meeting”), the Company’s stockholders approved Amendment No. 1 (the “Amendment”) to the Panhandle Oil and Gas Inc. 2010 Restricted Stock Plan (as amended, the “Plan”). The Amendment authorizes an additional 250,000 shares of common stock (“shares”) for issuance under the Plan, bringing the total number of shares authorized for issuance under the Plan to 750,000 shares.

A description of the Plan, as modified by the Amendment, is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 23, 2020 (the “2020 Proxy Statement”). The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

At the 2020 Annual Meeting, the Company’s stockholders voted on and approved a proposal to amend the Company’s Certificate of Incorporation to authorize the board of directors to classify any unissued shares of stock and reclassify any previously classified but unissued shares of stock of any class or series from time to time, in one or more classes or series of stock, including the ability to classify any stock as, or issue, preferred stock.

On March 9, 2020, following the approval of the proposal to amend the Company’s Certificate of Incorporation by the Company’s stockholders at the 2020 Annual Meeting, the Company filed the Amended and Restated Certificate of Incorporation of Panhandle Oil and Gas Inc. (the “Amended and Restated Certificate”) with the Secretary of State of Oklahoma.

A description of the Amended and Restated Certificate is set forth in the Company’s 2020 Proxy Statement. The description of the Amended and Restated Certificate is qualified in its entirety by reference to the full text of the Amended and Restated Certificate, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company held its 2020 Annual Meeting at the Oklahoma History Center in Oklahoma City, Oklahoma. Based on the January 13, 2020, record date, there were 16,452,642 shares of the Company’s Class A Common Stock entitled to vote at the 2020 Annual Meeting, of which 13,625,566 shares, or approximately 83% of the Company’s Class A Common Stock issued and outstanding, were represented either in person or by proxy.  

At the 2020 Annual Meeting, the Company’s stockholders voted on the following proposals, detailed descriptions of which are contained in the 2020 Proxy Statement:

(1) Election of Mark T. Behrman and Chad L. Stephens as directors to serve for three-year terms ending on the date of the Company’s Annual Meeting of Stockholders in 2023;

(2) Approval of an amendment to the Panhandle Oil and Gas Inc. 2010 Restricted Stock Plan to increase the number of shares authorized for issuance by 250,000 shares;

(3) Advisory vote to approve the compensation of the Company’s named executive officers;

(4) Advisory vote to determine the frequency of future advisory votes on the compensation of the Company’s named executive officers;

(5) Ratification of selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year ended September 30, 2020; and

(6) Approval of an amendment to the Company’s Certificate of Incorporation to authorize the board of directors to classify any unissued shares of stock and reclassify any previously classified but unissued shares of stock of any class or series from time to time, in one or more classes or series of stock, including the ability to classify any stock as, or issue, preferred stock.  

All proposals were approved by the Company’s stockholders. The following tables provide the results of each voting proposal:

(d) Frequency of Stockholder Votes on Executive Compensation.  Consistent with the recommendation of the board of directors, the Company’s stockholders recommended, by advisory vote, a one-year frequency of future advisory votes on executive compensation. In accordance with these results and its previous recommendation, the Company’s board of directors determined that future advisory votes on executive compensation will be held every year until the next required advisory vote on the frequency of stockholder votes on the compensation of named executive officers, which the Company expects to hold no later than its 2026 Annual Meeting of Stockholders.

(d) Exhibits

*Filed herewith

PANHANDLE OIL & GAS INC Exhibit
EX-3.1 2 phx-ex31_15.htm EX-3.1 phx-ex31_15.htm EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOFPANHANDLE OIL AND GAS INC.   This Amended and Restated Certificate of Incorporation of Panhandle Oil and Gas Inc.,…
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About PANHANDLE OIL AND GAS INC. (NYSE:PHX)

Panhandle Oil and Gas Inc. is engaged in the acquisition, management and development of non-operated oil and natural gas properties, including wells located on its mineral and leasehold acreage. The Company’s mineral and leasehold properties are located primarily in Arkansas, New Mexico, North Dakota, Oklahoma and Texas, with properties also located in various other states. The Company’s oil, natural gas liquids (NGLs) and natural gas production is primarily from wells located in Arkansas, Oklahoma and Texas. As of September 30, 2015, the Company’s principal properties consisted of perpetual ownership of 255,411 net mineral acres, held principally in Arkansas, New Mexico, North Dakota, Oklahoma, Texas and six other states; leases on 19,575 net acres primarily in Oklahoma, and working interests, royalty interests, or both, in 6,195 producing oil and natural gas wells, and 65 wells in the process of being drilled or completed.