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

On January 23, 2013, the Board of Directors approved the following amendments to the Bylaws of the Company, a copy of the Bylaws, as amended, is attached as an exhibit hereto:

·

Section 6 of Article III of the Bylaws titled "Chairman of the Board" be deleted in its entirety from the Bylaws;

·

Section 1 of Article VI of the Bylaws titled "Titles" be amended to read as follows:

Section 1. Titles. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary, and a Treasurer. The Board of Directors may also elect a Chairman of the Board, a Controller and one or more Vice Presidents and Assistant Secretaries, Assistant Treasurers and such other officers as it shall deem necessary. Except as otherwise provided in these bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of Directors. Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required.

·

A new section designated as Section 7 of Article VI of the Bylaws as set forth below be added to the Bylaws to grant executive powers to the Chairman of the Board and that all existing sections of Article VI be renumbered as applicable:

Section 7. Chairman of the Board. The Chairman of the Board shall have general executive powers, as well as the specific powers conferred by these bylaws.
Except as otherwise provided in these bylaws, he shall preside at all meetings of the Board of Directors and Shareholders. The Chairman of the Board may but need not be an employee of the Corporation.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On January 22, 2013, our stockholders acted by way of majority written consent action (pursuant to a solicitation of consents commenced on January 16, 2013, and in lieu of a special meeting of stockholders) to approve the Ring Energy, Inc. Long-Term Incentive Plan (the "Plan") and to amend the Plan to increase the number of authorized shares from 2,500,000 to 5,000,000. A copy of the Plan, as amended, is attached hereto as an exhibit.

A majority of stockholders, through majority written consent action, also approved the following amendments to the Company's Articles of Incorporation:

·

An increase of the authorized shares of Common Stock from 75,000,000 to 150,000,000, par value $.001 per share, and the authorization of 50,000,000 shares of Preferred Stock.

·

The Article numbered "TENTH" of the Articles of Incorporation is amended in its entirety to be read as follows: "The authority to adopt, amend or repeal bylaws is reserved exclusively to the Board of Directors."

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·

The Article numbered "TWELFTH" of the Articles of Incorporation is amended in its entirety to read as follows: "Except as otherwise provided by statute a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven that: a) The director's or officer's act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and b) The breach of those duties involved intentional misconduct, fraud or a knowing violation of law."

The number of shares giving written consent (i.e., voting) in favor of such matter was 7,599,656 (53.65%); no shares were overtly "voted against" the proposals.

The amendment to the Plan will be effective on February 6, 2013 and the amendment to the Articles of Incorporation will be effective on February 6, 2013 with the filing of the Certificate of Amendment with the Nevada Secretary of State's office.

The Company is no longer soliciting votes pertaining to the items above.

Item 8.01

Other Events.

Committees

On January 23, 2013, the Board of Directors approved the formation of the Executive Committee and adopted an Executive Committee charter. Lloyd T. (Tim) Rochford and Stanley McCabe were appointed to serve as the initial members of the Executive Committee.

On January 23, 2013, the Board of Directors approved the appointment of Messrs. Petrelli and Woodrum to serve on the Audit Committee and Mr. Woodrum was appointed as the Chair of the Audit Committee. In addition, Mr. Woodrum was designated as an Audit Committee Financial Expert as defined in Item 407 of Regulation S-K promulgated by the Securities and Exchange Commission. The Board of Directors also adopted an Audit Committee charter.

On January 23, 2013, the Board of Directors approved the formation of the Compensation Committee and adopted a Compensation Committee charter. Messrs. Rochford and McCabe were appointed to serve as the initial members of the Compensation Committee.

On January 23, 2013, the Board of Directors approved the formation of the Nominating and Corporate Governance Committee and adopted a Nominating and Corporate Governance Committee charter.

Code of Ethics/Conduct

On January 23, 2013, the Board of Directors approved and adopted a Code of Ethics for senior management, a copy of which is included as an exhibit hereto.

Item 9.01