Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
Each of
The Company has adopted a revised Board of Directors compensation plan providing for awards to be made under the Plan and intended to replace the current director compensation plan which had provided for monthly grants to non-employee directors of 4,000 shares of restricted Common Stock per month. Under the new plan, each director shall receive compensation for their service on the Board and receive reimbursements for certain expenses in accordance with the Company's reimbursement policy.
Until the Company's Common Stock is listed on a national securities exchange,
each non-employee director shall receive options to purchase shares of Common
Stock valued at
Each director is required to attend every meeting of the Company's Board and the respective Board committees on which they serve. If a director is not able to attend a meeting, their quarterly compensation amounts shall be adjusted pro-rata based on the number of meetings attended divided by the total meetings held.
Item 5.07 Submission of Matters to a Vote of Security Holders
On
1. To elect four directors to serve until the 2024 Annual Meeting of Shareholders of the Corporation, or until their successors are duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal as follows:Robert J. Flynn , Jr.Lacie Kellogg Mark A. Timm Isaac Dietrich
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2. To approve the change of the Company's name toTruleum, Inc. and all amendments to the Articles of Incorporation required to be made with the Secretary ofState of Colorado and elsewhere to effect such name change. 3. The ratification of the appointment of BF Borgers, CPA, PC as the Company's independent registered public accounting firm for the fiscal year endedDecember 31, 2023 .
The actions will be effective
Item 7.01 Regulation FD disclosure
On
Item 9.01. Financial Statements and Exhibits
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing
The following exhibits are furnished as part of this Current Report on Form 8-K:
(d) Exhibits.
Exhibit No. Description of Exhibit 3.1 Amended Articles of Incorporation dated as ofApril 27, 2023 99.1 Press Release datedApril 27, 2023 104 Cover Page Interactive Data File (embedded within the inline XBRL Document)
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