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UNITED STATES

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): December 10, 2024

 

EON RESOURCES INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41278   85-4359124
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

3730 Kirby Drive, Suite 1200

Houston, Texas 77098

(Address of principal executive offices, including zip code)

 

(713) 834-1145

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ 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:

 

Title of each class:   Trading symbol   Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share   EONR   NYSE American
Redeemable warrants, exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per share   EONR WS   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ☐

 

 

 

 

 

 

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

 

On December 10, 2024, EON Resources, Inc. (the “Company”), held its annual meeting of stockholders for its fiscal year ended December 31, 2024 (the “Annual Meeting”). As of November 7, 2024, the record date for the Annual Meeting, there were 9,204,972 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), outstanding, which shares were entitled to an aggregate of 9,204,972 votes at the Annual Meeting and 500,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock,” and together with the Class A Common Stock, “Common Stock”), outstanding, which shares were entitled to an aggregate of 500,000 votes at the Annual Meeting, for an aggregate total of 9,704,972 votes. Holders of 4,030,673 shares of the Company’s Common Stock were present in person or by proxy at the Annual Meeting, representing 41.53% of the total outstanding shares of Common Stock, constituting a quorum pursuant to the Company’s bylaws. At the Annual Meeting, three proposals were submitted to the Company’s stockholders. A brief summary of the matters voted upon by stockholders at the Annual Meeting is set forth below, and the proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 13, 2024. The voting results reported below are final.

 

Proposal No. 1

 

The Company’s stockholders elected Dante Caravaggio and Joseph Salvucci, Jr. as Class I Directors to the Company’s Board of Directors, to hold office until the 2026 annual meeting of stockholders or until such director’s respective successors are elected or appointed and qualified or until any such director’s earlier resignation or removal, based upon the following votes:

 

NOMINEE   VOTES FOR   VOTES WITHHELD   BROKER NON-VOTES
Dante Caravaggio   3,831,353   11,693   187,627
Joseph Salvucci, Jr.   3,830,184   12,862   187,627

 

Proposal No. 2

 

The Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, based upon the following votes:

 

VOTES FOR   VOTES AGAINST   VOTES ABSTAINED   BROKER NON-VOTES
3,962,533   2,070   66,070   -

 

Proposal No. 3

 

The Company’s stockholders approved the issuance of shares of the Company’s Class A Common Stock to White Lion Capital, LLC pursuant to the Common Stock Purchase Agreement, as amended (the “Purchase Agreement”) dated October 17, 2022, in excess of the Exchange Cap (as defined in the Purchase Agreement) in accordance with Rule 713(a) of the NYSE American Company Guide.

 

VOTES FOR   VOTES AGAINST   VOTES ABSTAINED   BROKER NON-VOTES
3,728,783   104,600   9,663   187,627

 

Proposal No. 4

 

The proposal to approve an adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies if there were not sufficient votes in favor of the foregoing proposals was withdrawn because the Company’s stockholders approved and adopted each of the foregoing proposals, as noted above.

 

1

 

 

SIGNATURE

 

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.

 

December 10, 2024 EON Resources Inc.
     
  By: /s/ Mitchell B. Trotter
  Name:  Mitchell B. Trotter
  Title: Chief Financial Officer

 

2

 

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Cover
Dec. 10, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 10, 2024
Entity File Number 001-41278
Entity Registrant Name EON RESOURCES INC.
Entity Central Index Key 0001842556
Entity Tax Identification Number 85-4359124
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3730 Kirby Drive
Entity Address, Address Line Two Suite 1200
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77098
City Area Code 713
Local Phone Number 834-1145
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Class A Common Stock, par value $0.0001 per share  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol EONR
Security Exchange Name NYSEAMER
Redeemable warrants, exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable warrants, exercisable for three quarters of one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol EONR WS
Security Exchange Name NYSEAMER
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