Current Report Filing (8-k)
11 August 2017 - 6:32AM
Edgar (US Regulatory)
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
August
10, 2017
Date
of Report (Date of earliest event reported)
Zion
Oil & Gas, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-33228
|
|
20-0065053
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(Commission
File Number)
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(IRS
Employer Identification No.)
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12655
North Central Expressway, Suite 1000, Dallas, TX 75243
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code:
214-221-4610
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:
☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
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Pre-commencement communications pursuant to 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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
5.03 Amendment to the By-Laws
The
Company By-Laws under section 3 of Article III added the Notification of Nominations requirement of (1) disclosure of any third-party
compensation arrangements in connection with board candidacy or service and (2) if the nominee is a party to such compensation
arrangements and also (3) written consent of the nominee to comply with Company polices of confidentiality and disclosure of conflicts.
The
Company By-Laws under section 8 of Article III added that special meetings of the Board may also be called by the Vice Chairman
and a majority of the Board and the agenda items for any special meeting shall be determined only by the Chairman, Vice Chairman,
President, CEO, or Committee Chairman as appropriate.
The
Company By-Laws under section 12 of Article III added that a director shall be disqualified from Board service and removed, if
the director fails to disclose third-party compensatory arrangements in connection with Board candidacy or the director is a party
to any compensatory arrangement or understanding outside the Company in connection with Board service.
The
Company By-Laws under section 15 of Article III added, if there was timely disclosure of a compensation conflict, the Board still
can exclude such conflicted director from special committees and any special Board meetings if the conflicted topic is being discussed
with additional restrictions to confidential information on the conflicted topic and the conflicted director must recuse himself
in conflicted voting situations with the Board.
The
Company By-Laws under section 10 of Article IV, unless requested by the majority of the board, each committee will decide whether
to have formal minutes and what information to release during committee meetings.
Under
Section 9 of Article IX of the By-Laws, the Board may, upon the affirmative vote of at least two-thirds of the directors, amend
the By-Laws. Based upon the recommendation of management, the above changes were approved unanimously by the Board on August
10, 2017. The effective date of the amendment to the Amended and Restated Bylaws of Zion Oil & Gas, Inc. is August 10, 2017
and the amended By-Laws are provided under Exhibit 3(i).1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
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 hereto duly authorized.
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Zion
Oil and Gas, Inc.
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Date: August
10, 2017
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By:
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/s/ Victor
G. Carrillo
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Victor
G. Carrillo
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Chief
Executive Officer
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3
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