| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT |
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| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of report (Date of earliest event reported): June 18, 2012 | |||||||||||||||
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| SARATOGA RESOURCES, INC. |
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| (Exact name of registrant as specified in Charter) |
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| Texas |
| 0-27563 |
| 76-0314489 |
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| (State or other jurisdiction of incorporation or organization) |
| (Commission File No.) |
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| 7500 San Felipe, Suite 675 Houston, Texas 77063 |
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| (Address of Principal Executive Offices)(Zip Code) |
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| 713-458-1560 |
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| (Issuer Telephone number) |
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| (Former name or former address, if changed since last report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07—Submission of Matters to a Vote of Security Holders
On June 18, 2012, Saratoga Resources, Inc. (the “Company”) held its Annual Meeting of shareholders. Five proposals were voted on at the meeting: (1) the election of directors to serve until the Company’s 2013 Annual Meeting of shareholders, (2) approval on an advisory basis of executive compensation, (3) selection on an advisory basis of the frequency of votes on executive compensation, (4) approval of the Company’s 2011 Omnibus Incentive Plan, and (5) ratification of the selection of MaloneBailey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. Each of the proposals submitted to the shareholders was approved by the requisite vote, and annual advisory votes on executive compensation was approved and the vote with respect to each of the proposals was as follows:
Proposal 1. The nominees for election as director were elected to serve until the 2013 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the directors was as follows:
Nominee |
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| Votes For |
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| Votes Withheld |
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| Broker Non-Votes | |||
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Thomas F. Cooke |
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| 18,609,530 |
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| 64,980 |
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| 3,636,368 |
Andrew C. Clifford |
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| 18,607,608 |
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| 66,902 |
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| 3,636,368 |
J.W. Bill Rhea IV |
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| 18,658,855 |
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| 15,655 |
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| 3,636,368 |
Rex H. White, Jr. |
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| 18,658,323 |
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| 16,187 |
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| 3,636,368 |
Kevin M. Smith |
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| 18,658,528 |
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| 15,982 |
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| 3,636,368 |
Proposal 2. The compensation of the named executive officers as disclosed in the Company’s Proxy Statement was approved on an advisory basis by the votes set forth in the table below:
Votes For |
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| Abstain and Broker Non-Votes |
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18,652,605 |
| 15,309 |
| 3,636,368 |
Proposal 3. The stockholders recommended, on an advisory basis, that the frequency of the stockholder vote to approve the compensation of the named executive officers every year by the votes set forth in the table below:
One Year |
| Two Years |
| Three Years |
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18,626,197 |
| 31,412 |
| 14,996 |
Proposal 4. The stockholders approved adoption of the 2011 Omnibus Incentive Plan by the vote set forth in the table below:
For |
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| Abstain and Broker Non-Votes |
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18,642,937 |
| 20,734 |
| 3,647,207 |
Proposal 5. The appointment of MaloneBailey LLP as the Company’s independent registered public accounting firm for fiscal 2012 was ratified by the stockholders by the votes set forth in the table below:
For |
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| Abstain |
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22,295,948 |
| 9,433 |
| 5,497 |
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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.
| SARATOGA RESOURCES, INC. | |
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Date: June 19, 2012 | By: | /s/ Michael O. Aldridge |
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| Michael O. Aldridge |
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| Chief Financial Officer |
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