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EX-99.1 - EXHIBIT 99.1 - Enservco Corpex_260599.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 June 25, 2021

(Date of earliest event reported)

 

 

ensv20210629_8kimg001.jpg

 

Enservco Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-36335

 

84-0811316

(State or other jurisdiction of

incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

14133 County Road 9½

Longmont, Colorado 80504

 

(Address of principal executive offices) (Zip Code)

 

(303) 333-3678

(Registrants telephone number, including area code)

 

(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:

 

 

☐ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.005 par value

ENSV

NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders

 

On June 25, 2021, Enservco Corporation (the “Company” or “Enservco”) held its 2021 Annual Meeting of Stockholders (“Annual Meeting”) at 2:00 p.m. Mountain Time at the Company’s headquarters. Due to the ongoing COVID-19 situation, the Annual Meeting was conducted primarily via conference call format in order to safeguard the health of Enservco stockholders and employees. Only stockholders of record as of the close of business on April 30, 2021 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 11,432,726 shares of the Company’s common stock (“Common Stock”) were issued, outstanding and entitled to vote, of which 5,897,861 shares were represented, in person or by proxy, and constituted a quorum for purposes of the Annual Meeting. The results of the stockholder vote on each proposal brought before the meeting were as follows: 

 

Proposal No. 1. Election of Directors. The stockholders elected three directors by a plurality of the votes, as follows:

 

Richard A. Murphy                             

   

Broker

Votes For

Votes Against

Non-Votes

3,112,249

181,501

2,604,111

 

Robert S. Herlin

   

Broker

Votes For

Votes Against

Non-Votes

3,131,366

162,384

2,604,111

 

Williams A. Jolly

   

Broker

Votes For

Votes Against

Non-Votes

3,131,362

162,388

2,604,111

 

Proposal No. 2. With regard to Proposal No. 2, the reincorporation of the Company in Nevada (the “Reincorporation”), the Special Meeting was adjourned until July 23, 2021 at 10:00 am Mountain Time to allow the Company additional time to solicit votes. At the time of the adjournment, the preliminary votes were as follows:

     

Broker

Votes For

Votes Against

Abstentions

Non-Votes

3,230,469

57,527

5,754

2,604,111

 

 

Please see Item 8.01 below, which is incorporated herein by reference, for a further discussion.

 

Proposal No. 3. The stockholders ratified the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

     

Votes For

Votes Against

Abstentions

5,845,992

47,041

4,828

 

 

Proposal No. 4. The approval of a postponement or adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of the Reincorporation was approved based upon the following votes:

 

     

Broker

Votes For

Votes Against

Abstentions

Non-Votes

3,201,708

82,219

9,823

2,604,111

 

No other items were presented for shareholder approval at the Annual Meeting.

 

 

 

A press release announcing the Annual Meeting results and adjournment is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

 

Item 8.01

Other Events.

 

At the time of the Annual Meeting, there were insufficient votes to pass Proposal No. 2 (the Reincorporation), which would have required the affirmative vote of a majority of the outstanding shares of common stock of the Company (a higher standard to pass than the other proposals). Accordingly, voting took place on Proposal Nos. 1, 3 and 4 only, and the Annual Meeting was adjourned as to Proposal No. 2, to allow Enservco time to solicit additional votes. As announced at the Annual Meeting, the Annual Meeting will reconvene at 10:00 a.m. Mountain Time on July 23, 2021 at the Company’s headquarters and will be conducted primarily via conference call format. During the period of adjournment, the Company will continue to accept stockholder votes on Proposal No. 2 only.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.

Description/Exhibit

99.1

Press Release dated June 28, 2021

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 30, 2021.

 

 

Enservco Corporation

   
     
     
 

By:

 /s/ Richard A. Murphy

   

 Richard A. Murphy, Executive Chair and CEO