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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT  

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 8, 2024

 

GENIE ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

 

1-35327

(Commission File Number)

 

Delaware   45-2069276

(State or other jurisdiction

of incorporation)

  

(IRS Employer

Identification No.)

 

520 Broad Street

Newark, New Jersey

   07102
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (973) 438-3500

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered
Class B common stock, par value $.01 per share   GNE   New York Stock Exchange

 

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

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 8, 2024 (the “Meeting”). Stockholders voted on the matters 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   Broker
Non-Vote		   % Votes
For		 
Howard S. Jonas   6,196,440    503,640    1,155         0    92.48 
Joyce Mason   6,636,721    63,363    1,151    0    99.05 
W. Wesley Perry   6,082,139    616,056    3,039    0    90.80 
Alan B. Rosenthal   6,082,327    615,847    3,061    0    90.81 
Allan Sass   6,442,969    255,408    2,858    0    96.19 

 

(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 2021 Stock Option and Incentive Plan that increased the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 180,000.

 

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

 

Votes For  Votes Against  Abstentions  Broker Non-Vote  % Votes For
5,954,498  744,739  1,998  0  88.88

 

(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 an advisory vote on the compensation of the “Named Executive Officers” identified in the 2023 Summary Compensation Table in the “Executive Compensation” section of the 2023 Proxy Statement.

 

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

 

Votes For  Votes Against  Abstentions  Broker Non-Vote  % Votes For
6,189,100  506,944  2,960  2,230  99.92

 

(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 an advisory vote on the frequency of future advisory votes on the compensation of the Named Executive Officers.

 

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

 

One Year  Two Years  Three Years  Broker Non-Vote  % Votes For
681,354  46,018  5,971,178  2,686  0

 

(d) Based upon the results set forth in item (b)(4) above, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders once every three years.

 

1

 

 

SIGNATURE

 

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.

 

  GENIE ENERGY LTD.
   
  By: /s/ Michael Stein
    Name:  Michael Stein
    Title: Chief Executive Officer

 

Dated: May 9, 2024

 

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May 08, 2024
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Document Type 8-K
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Document Period End Date May 08, 2024
Entity File Number 1-35327
Entity Registrant Name GENIE ENERGY LTD.
Entity Central Index Key 0001528356
Entity Tax Identification Number 45-2069276
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 520 Broad Street
Entity Address, City or Town Newark
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07102
City Area Code 973
Local Phone Number 438-3500
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Title of 12(b) Security Class B common stock, par value $.01 per share
Trading Symbol GNE
Security Exchange Name NYSE
Entity Emerging Growth Company false
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