Blueprint
 
 
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): August 17, 2017
 
Torchlight Energy Resources, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 
001-36247
 
74-3237581
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
5700 W. Plano Parkway, Suite 3600
Plano, Texas 75093
(Address of principal executive offices)
 
Telephone – (214) 432-8002
 
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:
 
☐      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))
 
 
 
 
1
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On August 17, 2017, we held our Annual Meeting of Stockholders for the following purposes:
 
(1) To elect nominees to our Board of Directors, including John Brda, Gregory McCabe, E. Scott Kimbrough, R. David Newton, Alexandre Zyngier and Michael J. Graves;
 
(2) To ratify the selection of Briggs & Veselka Co. as our independent registered public accounting firm for the fiscal year ending December 31, 2017;
 
(3) To approve an amendment to our Articles of Incorporation to increase our authorized shares of common stock from 100,000,000 shares to 150,000,000 shares; and
 
(4) To transact such other business as may properly come before the meeting.
 
Based on the votes received in person and by proxy, all of the above named nominees to the Board were elected; the selection of Briggs & Veselka was ratified; and the amendment to our Articles of Incorporation was approved. There were no other matters presented for action at the Annual Meeting.  The exact results of the stockholder vote are as follows:
 
Total Votes Outstanding as of the Record Date, October 12, 2016:
59,287,374
 
 
Total Votes Present Either by Proxy or in Person:
48,693,476
 
Item 1:
Election of Directors
 
 
 
FOR
 
 
WITHHELD
 
John A. Brda
  29,459,717 
  582,632 
Gregory McCabe
  29,643,112 
  399,237 
E. Scott Kimbrough
  30,011,436 
  30,913 
R. David Newton
  30,012,436 
  29,913 
Alexandre Zyngier
  29,425,805 
  616,544 
Michael J. Graves
  29,888,293 
  154,056 
 
Additionally, there was a total of 18,651,127 broker non-votes for this item.
 
Item 2: 
Ratification of selection of Briggs & Veselka Co. as the independent registered public accounting firm for the fiscal year ending December 31, 2017
 
Votes for:
  48,549,290 
Votes against:
  15,570 
Votes abstained:
  128,616 
 
Item 3: 
To approve an amendment to our Articles of Incorporation to increase our authorized shares of common stock from 100,000,000 shares to 150,000,000 shares
 
Votes for:
  42,176,335 
Votes against:
  5,639,692 
Votes abstained:
  161,097 
 
Additionally, there was a total of 716,352 broker non-votes for this item.
 
We filed the Certificate of Amendment for the above amendment to our Articles of Incorporation with the Secretary of State of Nevada on August 18, 2017.
 
 
 
2
 
 
Item 8.01 Other Events.
 
On August 18, 2017, we filed certificates of withdrawal with the Secretary of State of Nevada to withdraw the certificates of designation of our Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock. No shares of any of these series of stock are outstanding.
 
 
SIGNATURES
 
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.
 
 
Torchlight Energy Resources, Inc.
 
 
Date:  August 22, 2017
By: /s/ John A. Brda
 
John A. Brda
 
President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3