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EX-99.1 - EX-99.1 - CUBIC ENERGY INCa14-14407_2ex99d1.htm

 

 

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):  June 6, 2014

 

CUBIC ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Texas

 

001-34144

 

87-0352095

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

9870 Plano Road

Dallas, Texas

 

75238

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (972) 686-0369

 

N/A

(Former name or former address, if changed since last report.)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

On June 6, 2014, the annual meeting of shareholders (the “Annual Meeting”) of Cubic Energy, Inc. (the “Company”) was held.  At the Annual Meeting, the Company’s shareholders voted on three proposals and cast their votes as described below.  The proposals are described in the Company’s definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on May 9, 2014.

 

Proposal One.  Six directors were elected to serve until the Company’s next annual meeting and until their respective successors have been elected and qualified.  The vote for such directors was as follows:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Calvin A. Wallen, III

 

78,242,736

 

15,683,418

 

33,435,597

 

Gene C. Howard

 

77,954,448

 

15,971,706

 

33,435,597

 

Bob L. Clements

 

77,941,998

 

15,984,156

 

33,435,597

 

Jon S. Ross

 

77,958,352

 

15,967,802

 

33,435,597

 

David B. Brown

 

77,958,252

 

15,967,902

 

33,435,597

 

Paul R. Ferretti

 

77,958,152

 

15,968,002

 

33,435,597

 

 

Proposal Two.  The shareholders approved an amendment to the Company’s Amended and Restated Certificate of Formation to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

 

106,969,427

 

20,357,092

 

35,232

 

0

 

 

Proposal Three.  The proposal to approve, on an advisory basis, named executive officer compensation was approved based upon the following votes:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

 

77,029,609

 

16,870,438

 

26,107

 

33,435,597

 

 

Item 7.01                                           Regulation FD Disclosure.

 

A copy of material used in a presentation at the Annual Meeting is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

In accordance with General Instruction B.2 of Form 8-K, the information under this item, Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.  This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

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Forward Looking Statements

 

This Current Report and the exhibit furnished herewith contain forward-looking statements.  These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements.  More information about the Company and various risks related to the Company are detailed in the Company’s most recent annual report on Form 10-K for the fiscal year ended June 30, 2013.  The Company does not undertake an obligation to update forward-looking statements.

 

Item 9.01                                           Exhibits and Financial Statements.

 

(d)                                 Exhibits

 

99.1                        Annual Meeting Presentation Materials

 

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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.

 

Date:  June 6, 2014

CUBIC ENERGY, INC.

 

 

 

 

 

 

 

By:

/s/Jon S. Ross

 

 

Jon S. Ross, Executive Vice President and Secretary

 

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