U.S. ENERGY CORP. (NASDAQ:USEG) 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on May 30, 2019, the United States District Court for the District of Colorado entered an order (the “Order”) appointing C. Randel Lewis as the custodian of U.S. Energy Corp, a Wyoming corporation (the “Company”), with the charge to act as Interim Chief Executive Officer and, by virtue of that charge and the bylaws of the Company, the Chairman of the Board of Directors of the Company (the “Board”). to the Order, among other things, Mr. Lewis, as custodian, was to ensure that the directors elected at the 2019 annual meeting of shareholders promptly vote on a Chief Executive Officer to replace Mr. Lewis.
The Company held its annual meeting of shareholders (the “Annual Shareholders’ Meeting”) on Tuesday, December 10, 2019. In accordance with the Order, following the Annual Shareholders’ Meeting, the elected Board voted for Ryan Smith as the new Chief Executive Officer to replace Mr. Lewis. The Board also elected Mr. Smith to continue to serve as the Company’s Chief Financial Officer.
Mr. Smith, age 36, has served as the Company’s Chief Financial Officer since May 2017 and consulted for the Company from January 2017 to May 2017. Prior to this position, Mr. Smith served as the Chief Financial Officer of Emerald Oil Inc. from September 2014 to January 2017 and its Vice President of Capital Markets and Strategy from July 2013 to September 2014. Prior to joining Emerald Oil, Mr. Smith was a Vice President in the Investment Banking Group of Canaccord Genuity and focused solely on the energy sector. Mr. Smith joined Canaccord Genuity in 2008 and was responsible for the execution of public and private financing engagements along with mergers and acquisitions advisory services. Prior to joining Canaccord Genuity, Mr. Smith was an Analyst in the Energy Group of Wells Fargo, working solely with upstream and midstream oil and gas companies. Mr. Smith holds a Bachelor of Business Administration degree in Finance from Texas A&M University.
There is no arrangement or understanding between Mr. Smith and any other person to which he was elected as Chief Executive Officer of the Company. Mr. Smith is not a party to any transaction requiring disclosure to Item 404(a) of Regulation S-K.
As disclosed in the Company’s definitive proxy statement relating to the Annual Shareholders’ Meeting, filed with the U.S. Securities and Exchange Commission on November 5, 2019 (the “Proxy Statement”), Mr. Lewis, Catherine J. Boggs, J. Weldon Chitwood and David A. Veltri did not stand for re-election to the Board at the Annual Shareholders’ Meeting and, therefore, are no longer directors of the Company.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Shareholders’ Meeting on Tuesday, December 10, 2019, at 8:00 a.m. Central Time in Houston, Texas. The certified results of the matters voted upon at the Annual Shareholders’ Meeting, which are more fully described in the Proxy Statement, are as set forth below.
The following nominees for Class Two directors were elected to serve until the 2021 annual meeting of shareholders and until their successors have been duly elected or appointed and qualified as follows:
| 99.1 | Press Release dated December 12, 2019 |
US ENERGY CORP Exhibit
EX-99.1 2 ex99-1.htm U.S. Energy Corp. Announces Completion of 2019 Annual Meeting of Shareholders,…
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About U.S. ENERGY CORP. (NASDAQ:USEG)
U.S. Energy Corp. (U.S. Energy) is an independent energy company focused on the acquisition and development of oil and gas producing properties in the continental United States. The Company’s business activities are focused on South Texas and the Williston Basin in North Dakota. The Company operates through Oil and Gas segment. The Company participates in oil and gas projects primarily as a non-operating working interest owner through exploration and development agreements with various oil and gas exploration and production companies. The Company is also pursuing acquisitions of exploration, development and production-stage oil and gas properties or companies. The Company holds a geographically and geologically diverse portfolio of oil-weighted prospects in varying-stages of exploration and development. The Company engages in the prospect stages either for its own account or with prospective partners to enlarge its oil and gas lease ownership base.