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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): August 16,
2018
Torchlight Energy Resources, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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001-36247
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74-3237581
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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5700 W.
Plano Parkway, Suite 3600
Plano, Texas
75093
(Address
of principal executive offices)
Telephone
– (214) 432-8002
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))
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 5.07 Submission of Matters to a Vote of Security
Holders.
On
August 16, 2018, we held our Annual Meeting of Stockholders for the
following purposes:
(1) To
elect nominees to our Board of Directors, including John Brda,
Gregory McCabe, R. David Newton, Alexandre Zyngier and Michael J.
Graves;
(2) To
ratify the selection of Briggs &
Veselka Co. as our independent registered public accounting
firm for the fiscal year ending December 31, 2018;
(3) To
approve an amendment to the 2015 Stock Option Plan;
and
(4) To
transact such other business as may properly come before the
meeting.
Based
on the votes received in person and by proxy, all of the above
named nominees to the Board were elected; the selection of Briggs
& Veselka was ratified; and the amendment to the 2015 Stock
Option Plan was approved. There were no other matters presented for
action at the Annual Meeting. The exact results of the
stockholder vote are as follows:
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Total Votes Outstanding as of the Record Date, June 22,
2018:
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69,572,598
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Total Votes Present Either by Proxy or in Person:
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61,261,350
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Item
1:
Election of Directors
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John A.
Brda
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30,779,489
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892,512
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Gregory
McCabe
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31,330,554
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341,447
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R. David
Newton
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30,994,037
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677,964
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Alexandre
Zyngier
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30,754,486
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917,515
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Michael J.
Graves
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31,011,931
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660,070
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Additionally, there
was a total of 29,589,349 broker non-votes for this
item.
Item
2:
Ratification of selection of Briggs & Veselka Co. as the
independent registered public accounting firm for the fiscal year
ending December 31, 2018
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Votes
for:
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60,115,841
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Votes
against:
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1,019,129
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Votes
abstained:
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126,380
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Item
3:
Approval of the amendment to the 2015
Stock Option Plan:
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Votes
for:
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28,730,036
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Votes
against:
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2,560,648
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Votes
abstained:
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381,317
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Additionally, there
was a total of 29,589,349 broker non-votes for this
item.
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 hereunto duly authorized.
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Torchlight
Energy Resources, Inc.
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Date: August
20, 2018
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By:
/s/ John A.
Brda
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John A.
Brda
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President
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