UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 19, 2019

 

EPSILON ENERGY LTD.

(Exact name of registrant as specified in charter)

 

 

116701 Greenspoint Park Drive, Suite 195

Houston, Texas 77060

(Address of principal executive offices, including zip code)

 

(281) 670-0002

(Registrant’s telephone number, including area code)

 

Not Applicable

(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))

 

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

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). x  Emerging growth company

 

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. o

 

 

 

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

 

Epsilon Energy Ltd. (the “Company”) held its Annual General Meeting of shareholders (the “Annual Meeting”) on June 19, 2019. Of the 27,301,080 shares of the Company’s common shares issued and outstanding as of the record date and entitled to vote at the Annual Meeting, 18,997,312 shares, or approximately 69.58%, were represented at the meeting in person or by proxy, constituting a quorum. At the Annual Meeting, the Company’s shareholders were requested to (1) set the number of directors to be elected at the meeting at seven; (2) elect seven directors to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2020 Annual General Meeting of shareholders; (3) appoint BDO USA, LLP as auditors of the Company for the ensuing year; (4) approve, on an advisory basis, the compensation of our named executive officers; and (5) vote, on an advisory basis, on the frequency of holding future advisory votes on executive compensation.

 

Proposal 1:                                   The Company’s shareholders voted to set the number of directors to be elected at the meeting at seven. The voting results were as follows:

 

 

Proposal 2:                                   Each of the director nominees that were up for election was elected for a term of office expiring at the Company’s 2020 Annual General Meeting of shareholders. Votes regarding the election of these directors were as follows:

 

Nominee		Votes For		Votes Withheld		Broker Non-Votes
John Lovoi		16,918,129		2,000		2,077,183
Matthew Dougherty		12,307,023		4,613,106		2,077,183
Ryan Roebuck		16,888,897		31,232		2,077,183
Stephen Finlayson		16,835,629		84,500		2,077,183
Michael Raleigh		16,918,129		2,000		2,077,183
Jacob Roorda		16,835,629		84,500		2,077,183
Tracy Stephens		16,835,533		84,596		2,077,183

 

Proposal 3:                                   The Company’s shareholders ratified the appointment of BDO USA, LLP as auditors for the Company for the fiscal year ending December 31, 2019. The voting results were as follows:

 

 

Proposal 4:                                   The proposal seeking approval, on an advisory basis, of the compensation of the Company’s executive officers was approved. The voting results were as follows:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
16,799,081		17,757		103,291		2,077,183

 

Proposal 5:                                   The advisory vote on the frequency of holding future advisory votes on executive compensation was held. The voting results were as follows:

 

1 Year		2 Years		3 Years		Votes Abstained		Broker Non-Votes
6,987,170		2,500		9,909,918		20,541		2,077,183

 

The Company’s Board of Directors has resolved that the frequency of future advisory votes on executive compensation be set at 3 years.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	EPSILON ENERGY LTD.
Date: June 20, 2019	By:	/s/ Michael Raleigh
		Michael Raleigh
		Chief Executive Officer

 

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