Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Effective
January 11, 2018, the Board of Directors of Camber Energy, Inc. (“
we
”, “
us
” or the “
Company
”)
appointed Fred S. Zeidman as a member of the Board of Directors of the Company. Mr. Zeidman previously served as a member of the
Board of Directors of the Company from June 24, 2013 to May 15, 2017 and as Chairman of the Board of Directors of the Company
from May 16, 2017 to August 7, 2017.
The
Board of Directors determined that Mr. Zeidman was “
independent
” as defined in Section 803(A) of the NYSE American
Company Guide.
Additionally,
Mr. Zeidman was appointed as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee
of the Company.
Mr.
Zeidman is not party to any material plan, contract or arrangement (whether or not written) with the Company and there are no
arrangements or understandings between Mr. Zeidman and any other person pursuant to which he was selected to serve as a director
of the Company, nor is he a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation
S-K.
The
biographical information of Mr. Zeidman is included below.
Fred
S. Zeidman
, age 71:
In
December 2014, Mr. Zeidman was appointed as Chairman of Gordian Group LLC, a U.S. investment bank specializing in board level
advice in complex, distressed or “story” financial matters. Mr. Zeidman currently serves as Director of External Affairs
of MCNA Dental, lead Director of Straight Path Communications, Inc., Director REMA and Director Prosperity Bank in Houston. He
was formerly Restructuring Officer of TransMeridian Exploration Inc. and Chief Bankruptcy Trustee of AremisSoft Corp.
Mr.
Zeidman, Chairman Emeritus of the United States Holocaust Memorial Council was appointed by President George W. Bush in March
2002 and served in that position from 2002-2010. A prominent Houston based business and civic leader, Mr. Zeidman also is Chairman
Emeritus of the University of Texas Health Science System Houston and Director and Chief Financial Officer of the Texas Heart
Institute. He is on the board of the Development Corp of Israel (Israel Bonds) and served on the Board of the National World War
II Museum.
Over
the course of his distinguished 50 year career, Mr. Zeidman has been involved in numerous high-profile workouts, restructurings
and reorganizations. He was former CEO, President and Chairman of Seitel, Inc., a Houston-based provider where he was instrumental
in the successful turnaround of the Company. He held the post of Chairman of the Board and CEO of Unibar Corporation, the largest
domestic independent drilling fluids company, until its sale to Anchor Drilling Fluids in 1992.
Mr.
Zeidman holds a Bachelor’s degree from Washington University in St. Louis and a Master’s in Business Administration
from New York University.
Director
Qualifications:
The
Board of Directors believes that Mr. Zeidman is highly qualified to serve as a member of the Board due to his significant experience
serving as a director of public and private companies and institutions and his substantial understanding of the oil and gas industry
in general.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
on January 10, 2018, the Company’s filed, with the Secretary of State of Nevada, a Certificate of Amendment to the Company’s
Articles of Incorporation to increase the number of the Company’s authorized shares of common stock, $0.001 per value per
share, from 200,000,000 shares to 500,000,000 shares (the “
Amendment
”).
The Amendment was previously approved
by the Company’s stockholders at the 2018 annual meeting of stockholders held on January 9, 2018, as reported in the Current
Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2018.
A
copy of the Amendment as filed with the Secretary of State of Nevada is filed herewith as
Exhibit 3.1
.