SARATOGA RESOURCES, INC.


 

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 18, 2012

 

 

 

 

 

 

 

 

SARATOGA RESOURCES, INC.

 

 

 

(Exact name of registrant as specified in Charter)

 

 

 

 

 

 

 

 

Texas

 

0-27563

 

76-0314489

 

 

(State or other jurisdiction of incorporation or organization)

 

(Commission File No.)

 

(IRS Employer Identification No.)

 

 

 

 

 

 

 

 

 

7500 San Felipe, Suite 675

Houston, Texas 77063

 

 

 

 

(Address of Principal Executive Offices)(Zip Code)

 

 

 

 

 

 

 

 

 

 

713-458-1560

 

 

 

 

(Issuer Telephone number)

 

 

 

 

 

 

 

 

 

 

 

(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):


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 18, 2012, Saratoga Resources, Inc. (the “Company”) held its Annual Meeting of shareholders.  Five proposals were voted on at the meeting: (1) the election of directors to serve until the Company’s 2013 Annual Meeting of shareholders, (2) approval on an advisory basis of executive compensation, (3) selection on an advisory basis of the frequency of votes on executive compensation, (4) approval of the Company’s 2011 Omnibus Incentive Plan, and (5) ratification of the selection of MaloneBailey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.  Each of the proposals submitted to the shareholders was approved by the requisite vote, and annual advisory votes on executive compensation was approved and the vote with respect to each of the proposals was as follows:


Proposal 1. The nominees for election as director were elected to serve until the 2013 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death.  The result of the votes to elect the directors was as follows:


Nominee

 

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

Thomas F. Cooke

 

 

 

18,609,530

 

 

 

64,980

 

 

 

3,636,368

Andrew C. Clifford

 

 

 

18,607,608

 

 

 

66,902

 

 

 

3,636,368

J.W. Bill Rhea IV

 

 

 

18,658,855

 

 

 

15,655

 

 

 

3,636,368

Rex H. White, Jr.

 

 

 

18,658,323

 

 

 

16,187

 

 

 

3,636,368

Kevin M. Smith

 

 

 

18,658,528

 

 

 

15,982

 

 

 

3,636,368


Proposal 2.  The compensation of the named executive officers as disclosed in the Company’s Proxy Statement was approved on an advisory basis by the votes set forth in the table below:


Votes For

 

Votes Against

 

Abstain and Broker

Non-Votes

 

 

 

 

 

18,652,605

 

15,309

 

3,636,368


Proposal 3.  The stockholders recommended, on an advisory basis, that the frequency of the stockholder vote to approve the compensation of the named executive officers every year by the votes set forth in the table below:


One Year

 

Two Years

 

Three Years

 

 

 

 

 

18,626,197

 

31,412

 

14,996


Proposal 4. The stockholders approved adoption of the 2011 Omnibus Incentive Plan by the vote set forth in the table below:


For

 

Against

 

Abstain and Broker

Non-Votes

 

 

 

 

 

18,642,937

 

20,734

 

3,647,207


Proposal 5.   The appointment of MaloneBailey LLP as the Company’s independent registered public accounting firm for fiscal 2012 was ratified by the stockholders by the votes set forth in the table below:



For

 

Against

 

Abstain

 

 

 

 

 

22,295,948

 

9,433

 

5,497




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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.


  

SARATOGA RESOURCES, INC.

  

 

  

  

 

  

 Date:  June 19, 2012

By:

/s/ Michael O. Aldridge

  

 

Michael O. Aldridge

  

 

Chief Financial Officer




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