CKX LANDS, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
First Amended and Restated Executive Employment Agreement of
On
The Amended Stream Agreement is filed as exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference. The foregoing description of the Amended Stream Agreement is qualified in its entirety by reference to such exhibit.
Appointment of
On
In connection with his appointment,
? the Registrant terminates
?
?
? there is a change of control of the Registrant,
a pro rata amount of his unvested restricted stock units will vest according to the number of months of the vesting period that have elapsed, plus six months.
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The Stepp Agreement is filed as exhibit 10.2 to this report and is incorporated into this Item 5.02 by reference. The foregoing description of the Stepp Agreement is qualified in its entirety by reference to such exhibit.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Registrant held its annual meeting of shareholders on
The following are the final voting results on proposals considered and voted
upon at the meeting, which are more fully described in the Registrant's proxy
statement filed on
1. The stockholders voted to re-elect the following directors by the votes set
forth below:
Number of Shares
Nominee For Withheld Broker Non-Votes
Lee W. Boyer 952,765 22,133 383,289
Keith Duplechin 912,855 62,043 383,289
Daniel J. Englander 913,462 61,436 383,289
Max H. Hart 953,173 21,725 383,289
Lane T. LaMure 952,948 21,950 383,289
Eugene T. Minvielle, IV 953,148 21,750 383,289
William Gray Stream 952,364 22,534 383,289
Mary Leach Werner 913,424 61,474 383,289
2. The stockholders voted to approve, in a non-binding advisory vote pursuant to
Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the compensation of the Registrant's Named Executive Officers, as
disclosed pursuant to Item 402 of Securities and Exchange Commission
Regulation S-K, including the compensation tables and narrative disclosures,
in the Registrant's definitive proxy statement filed on April 1, 2022 , by the
votes set forth below:
For Against Abstain Broker Non-Vote
895,446 62,959 16,493 383,289
3. The stockholders voted to ratify the selection of MaloneBailey LLP as the
Registrant's independent registered public accounting firm for the fiscal
year ending December 31, 2022 , by the votes set forth below:
For Against Abstain Broker Non-Vote
1,338,052 914 19,221 0
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4. The stockholders did not approve a proposal to amend the Registrant's
Restated Articles of Incorporation to increase the Registrant's authorized
common stock to 100 million shares, by the votes set forth below. Approval of
the proposal required the affirmative vote of a majority of the shares
outstanding.
For Against Abstain Broker Non-Vote
789,389 181,521 3,988 383,289
5. The stockholders did not approve a proposal to amend the Registrant's
Restated Articles of Incorporation to authorize 5 million shares of preferred
stock, by the votes set forth below. Approval of the proposal required the
affirmative vote of a majority of the shares outstanding.
For Against Abstain Broker Non-Vote
784,069 186,781 4,048 383,289
6. The stockholders voted to approve the proposal to adjourn the annual meeting
to a later date or dates if necessary or appropriate to solicit additional
proxies if there were insufficient votes to adopt any of the above proposals,
by the votes set forth below. Although the two proposals to amend the
Registrant's Restated Articles of Incorporation to increase the number of
shares of authorized common stock and to authorize preferred stock did not
have sufficient votes to pass, the Registrant's Board of Directors determined
not to move to adjourn the meeting to a later date to solicit additional
votes in favor of these proposals.
For Against Abstain Broker Non-Vote
1,210,033 134,767 13,387 0
Item 7.01 Regulation FD Disclosure.
On
In accordance with General Instruction B.2, the information contained in this
Item 7.01 and the attached Exhibit 99.1 is being "furnished" to the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
10.1+ First Amended and Restated Executive Employment Agreement between the
Registrant and William Gray Stream dated May 9, 2022 .
10.2+ Executive Employment Agreement between the Registrant and Scott Stepp
dated May 9, 2022 .
99.1 Press Release of CKX Lands, Inc. dated May 9, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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+ Management contract or compensatory plan or arrangement.
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