Item 1.01 Entry Into a Material Definitive Agreement.
On August 25, 2022, PEDEVCO Corp. (the "Company", "we" and "us") and SK Energy,
LLC ("SK Energy"), an entity owned and controlled by Dr. Simon Kukes, the
Company's Chief Executive Officer and member of the Board of Directors, entered
into a letter agreement amending the terms of SK Energy's current sublease of
approximately 300 square feet of office space at the Company's Houston, Texas
headquarters. Pursuant to the letter agreement, commencing September 1, 2022, SK
Energy and the Company agreed to extend the sublease until August 31, 2024, in
exchange for payment by SK Energy of a non-refundable lump-sum payment of
$24,000 to the Company, which payment will be fully-earned and non-refundable by
the Company, and if, for any or no reason, the Company is no longer a tenant at
the premises or desires to terminate SK Energy's tenancy for any or no reason,
that SK Energy shall have no recourse, right or claim to refund or reimbursement
of any of the amount paid.
The foregoing description of the letter agreement set forth herein does not
purport to be complete and is qualified in its entirety by reference to the full
text thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information and disclosures set forth in Item 5.03 below is incorporated
into this Item 3.03 by reference in its entirety.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Restricted Stock and Option Awards
On August 25, 2022, the Company granted (i) 100,000 shares of restricted Company
common stock under the Company's 2021 Equity Incentive Plan (the "Plan") to Mr.
John Scelfo, our Chairman, which shares vest on July 12, 2023, (ii) 70,000
shares of restricted Company common stock under the Plan to Mr. H. Douglas
Evans, a member of the Board of Directors, which shares vest on September 27,
2023, and (iii) 70,000 shares of restricted Company common stock under the Plan
to Mr. Ivar Siem, a member of the Board of Directors, which shares vest on July
12, 2023, in each case subject to the recipient of the shares being a member of
the Company's Board of Directors on such vesting date, and subject to the terms
and conditions of a Restricted Shares Grant Agreement entered into by and
between the Company and each recipient. These restricted stock awards were
issued and granted in consideration for Messrs. Scelfo, Evans and Siem serving
as non-employee directors of the Company.
The foregoing description of the Restricted Shares Grant Agreements set forth
herein does not purport to be complete and is qualified in its entirety by
reference to the full text thereof. A copy of the form of Restricted Shares
Grant Agreement for the awards granted on August 25, 2022, is attached as
Exhibit 99.3 to the Company's Registration Statement on Form S-8 filed with the
U.S. Securities and Exchange Commission ("SEC") on September 1, 2021 and is
incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August 25, 2022, the Board of Directors of the Company approved an amendment
to the Company's amended and restated bylaws (the "Bylaws"), pursuant to the
authority provided to the Board of Directors in the Bylaws, effective
immediately, to increase the number of shares necessary to constitute a quorum
at any meeting of the Company's stockholders from '33 1/3%' to a 'majority' of
all shares of stock entitled to vote at any meeting of the Company's
stockholders, present in person or by proxy.
2
The foregoing description of the amendment to the Bylaws does not purport to be
complete and is qualified in its entirety by reference to the amendment to the
Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 25, 2022, the Company held its 2022 Annual Meeting of stockholders
(the "Annual Meeting"). At the Annual Meeting, the stockholders (i) elected four
director nominees, and (ii) approved, on an advisory basis, the appointment of
Marcum LLP, as the Company's independent registered public accounting firm for
the 2022 fiscal year.
A total of 63,814,715 shares of common stock were present in person or by proxy
and represented at the Annual Meeting, which shares constituted a quorum (a
majority of the outstanding shares of the Company entitled to vote) based on
85,550,267 shares entitled to vote at the Annual Meeting as of the July 8, 2022
record date for the Annual Meeting. At the Annual Meeting, the Company's
shareholders voted on the following proposals described in greater detail in the
Definitive Proxy Statement on Schedule 14A which the Company filed with the
Securities and Exchange Commission on July 11, 2022 (the "Proxy Statement") and
summarized below. This Form 8K should be read in connection with the Proxy
Statement. There was no solicitation in opposition to management's nominees as
listed in its proxy statement and all such nominees were elected as directors.
The results of the voting for each of the proposals were as follows:
1. Election of Directors:
For Against Abstain Broker Non-Votes
John J. Scelfo 62,474,902 474,854 -0- 864,959
Simon Kukes 62,456,417 493,339 -0- 864,959
Ivar Siem 62,348,327 601,429 -0- 864,959
H. Douglas Evans 60,747,757 2,201,999 -0- 864,959
2. Ratification of the appointment of Marcum LLP, as the Company's independent
auditors for the fiscal year ending December 31, 2022:
For: 63,617,286
Against: 148,473
Abstain: 48,956
Broker Non-Votes: -0-
As such, each of the four (4) director nominees were duly appointed to the Board
of Directors by a plurality of the votes cast (there was no solicitation in
opposition to management's nominees as listed in its proxy statement), each to
serve a term of one year and until their respective successors have been elected
and qualified, or until their earlier resignation or removal, and proposal 2 was
separately approved and ratified by the affirmative vote of a majority of the
shares present in person or represented by proxy at the Annual Meeting and
entitled to vote on, and who voted for, against, or expressly abstained with
respect to, such proposal.
3
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1* Amendment to Bylaws (August 25, 2022)
10.1* Sublease Letter Agreement, dated August 25, 2022, entered into by
and between PEDEVCO Corp. and SK Energy, LLC
10.2 PEDEVCO Corp. 2021 Equity Incentive Plan (1)
10.3 PEDEVCO Corp. 2021 Equity Incentive Plan Form of Restricted Shares
Grant Agreement (2)
104 Inline XBRL for the cover page of this Current Report on Form 8-K
*Filed herewith.
(1) Filed on September 1, 2021, as Exhibit 10.1 to the Company's Current Report
on Form 8-K filed on September 1, 2021 and incorporated herein by reference
(File No. 001-35922).
(2) Filed on September 1, 2021, as Exhibit 99.3 to the Company's Registration on
Form S-8 and incorporated herein by reference (File No. 333-259248).
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PEDEVCO CORP. 
