Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Tengasco, Inc. on December 12, 2017. The filing details the outcomes of shareholder votes regarding director elections, executive compensation, and a Rights Plan. Note: The request metadata references "Riley Exploration Permian, Inc.," but the filing text explicitly identifies the registrant as Tengasco, Inc.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metric.
Material Changes and Corporate Actions
- Director Elections: Matthew K. Behrent, Peter E. Salas, and Richard M. Thon were elected to the Board of Directors.
- Executive Compensation: Shareholders approved the nonbinding advisory vote on the compensation of named executive officers.
- Rights Plan: Shareholders approved and ratified the Rights Agreement established by the Board.
- Auditor Change: The proposal to ratify Hein & Associates LLP was withdrawn. The Audit Committee appointed Moss Adams as the independent certified public accounting firm following Hein's combination with Moss Adams on November 16, 2017.
Voting Results and Quorum
As of the record date (November 8, 2016), there were 10,619,924 shares outstanding. A quorum was established with 9,466,359 shares represented.
| Proposal | For | Against/Withheld | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Election of Directors (All 3) | ~6.14M - 6.22M | ~44K - 123K | N/A | 3,203,976 |
| Executive Compensation | 6,187,008 | 41,494 | 33,881 | 3,203,976 |
| Rights Agreement | 6,179,889 | 51,431 | 31,063 | 3,203,976 |
Guidance, Outlook, and Risks
The filing does not contain management guidance, financial outlook, or specific risk factors beyond the standard disclosure that the information is not deemed "filed" under Section 18 of the Exchange Act. A presentation made at the meeting is attached as Exhibit 99.1, but its content is not summarized in the text of this 8-K.
Investor Verification Checklist
- Verify the correct registrant name (Tengasco, Inc. vs. Riley Exploration Permian, Inc.) in your records.
- Confirm the effective date of the auditor transition from Hein & Associates to Moss Adams.
- Review the attached Exhibit 99.1 for any strategic updates or financial commentary not included in the 8-K text.
- Check subsequent filings for the first financial report prepared under the new auditor (Moss Adams).