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

On July 17, 2020, Houston American Energy Corp. (the "Company") held its Annual Meeting of shareholders. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Proxy Statement, are as follows:

Proposal 1. The nominee for election as Class C Director was elected to serve until the 2023 Annual Meetings of Stockholders and until his successor has been duly elected and qualified, or until such director's earlier resignation, removal or death. The result of the votes to elect the director was as follows:





                                                                         ABSTENTIONS AND
         DIRECTOR                   FOR                WITHHELD          BROKER NON-VOTE

James Schoonover (Class C)          36,209,380            2,638,315             26,732,668




Proposal 2. The amendment of the Company's certificate of incorporation to
effect a reverse stock split was approved by the stockholders by the votes set
forth in the table below:




                  FOR            AGAINST         ABSTENTIONS AND BROKER NON-VOTES
               51,372,139       13,177,619                              1,030,605

Proposal 3. The appointment of Marcum LLP as the Company's independent registered public accounting firm for fiscal 2020 was ratified by the stockholders by the votes set forth in the table below:






                  FOR            AGAINST        ABSTENTIONS AND BROKER NON-VOTES
               58,119,435       4,522,071                              2,938,857




Proposal 4. 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:




                  FOR            AGAINST        ABSTENTIONS AND BROKER NON-VOTES
               32,491,340       4,677,601                             28,411,422


Item 8.01. Other Events

Following approval by the Company's stockholders of an amendment to the Company's Certificate of Incorporation to implement a reverse stock split of the Company's common stock, the Company's board of directors set the ratio of the reverse stock split at 1-for-12.5 and the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware, to implement the reverse stock split. The Certificate of Amendment and the reverse stock split will be effective as of 11:59 p.m. (Eastern Time) on July 31, 2020, and the Company's common stock is expected to begin trading on the NYSE American market on a post-reverse stock split basis on August 3, 2020.

As a result of the reverse stock split, every twelve and one-half shares of the Company's issued and outstanding common stock prior to the Effective Time will be converted into one share of common stock. The reverse stock split will reduce the number of issued and outstanding shares of common stock from 87,007,145 shares to approximately 6,960,572 shares, subject to adjustment for the rounding of fractional shares as described below.

The reverse stock split will not alter the par value of the common stock or modify any voting rights or other terms of the common stock.

No fractional shares will be issued in connection with the reverse stock split. All fractional shares otherwise issuable as a result of the reverse stock split will be rounded up to the next highest whole number of shares.

In addition, pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all of the Company's outstanding warrants to purchase shares of common stock, convertible preferred stock, and the number of shares authorized and reserved for issuance pursuant to the Company's equity incentive plans will be reduced proportionately.

After the reverse stock split, the trading symbol for the common stock will continue to be "HUSA".

The above description of the Certificate of Amendment and the reverse stock split is a summary of the material terms thereof and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1.

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