Item 3.02 Unregistered Sales of
As described in greater below in Item 5.02, which information is incorporated
into this Item 3.02 by reference, effective on
To the extent such grants are deemed to be "sold or offered" (and not issued
under a no-sale theory), we claim an exemption from registration pursuant to
Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933,
as amended (the "Securities Act"), for such grants, since the foregoing grants
did not involve a public offering, the recipients were (a) "accredited
investors"; and/or (b) had access to similar documentation and information as
would be required in a Registration Statement under the Securities Act, the
recipients acquired the securities for investment only and not with a view
towards, or for resale in connection with, the public sale or distribution
thereof. The securities were offered without any general solicitation by us or
our representatives. No underwriters or agents were involved in the foregoing
grants and we paid no underwriting discounts or commissions. The securities are
subject to transfer restrictions, and the certificates evidencing the securities
contain/will contain an appropriate legend stating that such securities have not
been registered under the Securities Act and may not be offered or sold absent
registration or pursuant to an exemption therefrom. The securities were not
registered under the Securities Act and such securities may not be offered or
sold in
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Stockholder Approval of the
and 2020 Equity Incentive Plan
On
The material terms of the 2019 Equity Incentive Plan and 2020 Equity Incentive Plan (collectively, the "Plans") were both described in the Company's Proxy (defined below in Item 5.07) under the captions " Proposal 2. Ratification of the Company's 2019 Equity Incentive Plan " and " Proposal 3. Approval of the Company's 2020 Equity Incentive Plan ". The Plans provide an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any combination of the foregoing. In making such determinations, the Board of Directors (or the Compensation Committee) may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company's success, and such other factors as the Board of Directors (or the Compensation Committee) in its discretion shall deem relevant. Incentive stock options granted under the Plans are intended to qualify as "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). Nonqualified (non-statutory stock options) granted under the Plans are not intended to qualify as incentive stock options under the Code.
The above description of the 2019 Equity Incentive Plan and 2020 Equity Incentive Plan does not purport to be complete, and is qualified in its entirety by reference to the full text of the 2019 Equity Incentive Plan and 2020 Equity Incentive Plan, which are attached as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated by reference into this Item 5.02.
Effective on
The Options were granted under the Company's 2019 Equity Incentive Plan and the
Options (other than
The description of the Options above is qualified in its entirety by the terms of the Option Agreements evidencing each grant, a form of which is incorporated by reference herein as Exhibit 10.3, the terms of which are incorporated by reference in this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2020 Annual Meeting of Stockholders of
Proposal For Against
1) The election of six (6) Directors to the Company's Board
of Directors, each to serve a term of one year and until
their respective successors have been elected and
qualified, or until their earlier resignation or
removal: a) Benjamin P. Cowart 23,632,410 64,269 b) Dan Borgen 21,499,556 2,197,123 c) David Phillips 21,499,556 2,197,123 d) Christopher Stratton 21,408,570 2,288,109 e) Timothy Harvey 23,610,699 85,980 f) James P. Gregory 23,574,031 122,648 For Against Abstain 2) To ratify of Company's 2019 Equity Incentive Plan 19,647,743 3,787,397 261,539 For Against Abstain
3) To approve the Company's 2020 Equity Incentive Plan 19,541,113 3,894,955 260,611
For Against Abstain 4) To ratify the appointment of Ham, Longston & Brezina, L.L.P., as the Company's independent auditors for the 23,513,664 53,540 129,475 fiscal year endingDecember 31, 2020
As such, each of the six (6) director nominees were duly appointed to the Board of Directors by a plurality of the votes cast (there was no solicitation in opposition to management's nominees as listed in its proxy statement), each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal, and Proposals 2, 3 and 4 were separately approved and ratified by the affirmative vote of a majority of the votes cast on each proposal. There were no broker non-votes cast at the Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1Vertex Energy, Inc. 2019 Equity Incentive Plan (Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with theSecurities and Exchange Commission onNovember 1, 2019 , and incorporated herein by reference)(File No. 001-11476) 10.2 *Vertex Energy, Inc. 2020 Equity Incentive Plan 10.3 * Form of 2019 Equity Incentive Plan Stock Option Agreement
* Filed herewith.
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