Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
RECV > SEC Filings for RECV > Form 8-K on 12-Oct-2011All Recent SEC Filings

Show all filings for RECOVERY ENERGY, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for RECOVERY ENERGY, INC.


12-Oct-2011

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission


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

Stockholders approved amendments to the registrant's Articles of Incorporation at the annual meeting of stockholders held on October 10, 2011. The amendments were effective upon the filing of Amended and Restated Articles of Incorporation with the Nevada Secretary of State on October 11, 2011. The amendments are summarized below.

Authorization for Board of Directors to Determine Terms and Conditions of Preferred Stock

The amendment authorizes the registrant's board of directors to expressly determine the terms and conditions of the 10,000,000 shares of unissued preferred stock without obtaining separate stockholder approval, commonly known as "blank check" preferred stock. Previously, stockholder approval of an amendment to the Articles of Incorporation was required to create a series of preferred stock. No issuance of preferred stock is currently contemplated by the board of directors.

Addition of Article Limiting the Liability of the Board of Directors

The amendment added an Article limiting the liability of the board of directors in accordance with the minimum liability provided for in the Nevada Revised Statutes. The current Articles do not contain such limitation. Such a provision will help the registrant to retain and recruit qualified officers and directors.

Addition of Article Adding Indemnification Provisions for Officers, Directors and Certain Other Persons

The amendment added provisions for indemnification of officers, directors and certain other persons under certain circumstances to the maximum extent permitted under applicable Nevada law. The current Articles of Incorporation do not contain any provision for indemnification. Such a provision will help the registrant to retain and recruit qualified officers and directors.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The registrant held its annual meeting of stockholders on October 10, 2011. At the meeting all of the proposed directors were elected and received the following votes:

                 Name                For          Against   Withheld
                 Roger A. Parker     35,313,641   0         111,350
                 W. Phillip Marcum   35,313,641   0         111,350
                 Timothy N. Poster   35,313,641   0         111,350
                 Conway J. Schatz    35,313,641   0         111,350


The stockholders also approved the other proposals before the meeting, which were the three amendments to the registrant's Articles of Incorporation described in Item 5.03 and authorization for the board of directors to implement a reverse stock split of the registrant's outstanding common stock to help qualify for stock exchange listing at a specific ratio and at such time to be determined by the board of directors in its sole discretion. The board of directors authorized a one for four reverse stock split immediately following the annual meeting that is expected to be effective in the next several days. These proposals received the following votes:

 Proposal                                         For          Against     Withheld
 Authorization for Board of Directors to          34,137,741   1,285,350   1,900
 Determine Terms and Conditions of Preferred
 Stock
 Addition of Article Limiting the Liability of    35,295,741   129,250     0
 the Board of Directors
 Addition of Article Adding Indemnification       35,423,091   1,900       0
 Provisions for Officers, Directors and Certain
 Other Persons
 Authorization of Reverse Stock Split             35,295,741   111,350     17,900

There were no abstentions or broker non-votes.

  Add RECV to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for RECV - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2013 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.