0001606268-20-000056 8-K 1 20200520 5.07 20200526 20200526 Spark Energy, Inc. 0001606268 4931 465453215 DE 1231 8-K 34 001-36559 20910539 12140 WICKCHESTER LANE SUITE 100 HOUSTON TX 77079 (713) 600-2600 12140 WICKCHESTER LANE SUITE 100 HOUSTON TX 77079 8-K 1 form8-kreannualmeetingresu.htm FORM 8-K 2020 ANNUAL MEETING Document

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): May 20, 2020
Spark Energy, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
Delaware
 
001-36559
 
46-5453215
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)

12140 Wickchester Ln, Ste 100
Houston, Texas 77079
(Address of Principal Executive Offices)
(Zip Code)
(713) 600-2600
(Registrant’s Telephone Number, Including Area Code)

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:ss
¨
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 Symbols(s)
 
Name of exchange on which registered
Class A common stock, par value $0.01 per share
 
SPKE
 
The NASDAQ Global Select Market
8.75% Series A Fixed-to-Floating Rate
Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share
SPKEP
 
 
The NASDAQ Global Select Market
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.

Spark Energy, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders on May 20, 2020 (“Annual Meeting”). A total of 33,427,868 shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”), and Class B common stock, par value $0.01 per share (the “Class B common stock” and, together with the Class A common stock, the “Common Stock”), representing 94.97% of the total shares of Common Stock outstanding and eligible to vote as of the record date, were represented in person or by valid proxies at the Annual Meeting. This percentage constituted a quorum.  The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:

Proposal 1:  The following nominee was elected to serve as a Class III director for a term expiring at the 2023 Annual Meeting by the votes set forth in the table below:

Nominee
For
Withheld
Broker Non-Votes
Amanda E. Bush
27,480,274
432,359
5,515,235

Proposal 2:  The appointment of Ernst & Young LLP as the Company’s independent registered public accountant for the year ending December 31, 2020 was ratified by the Company’s shareholders by the votes set forth in the table below:

For
Against
Abstain
Broker Non-Votes
33,146,996
208,882
71,990

Proposal 3: The compensation of the Company’s Named Executive Officers was approved, on an advisory basis, by the votes set forth in the table below:

For
Against
Abstain
Broker Non-Votes
27,406,481
337,395
168,757
5,515,235

Proposal 4:  The results of the proposal to approve, on an advisory basis, the frequency of a vote approving, on an advisory basis, the compensation of the Company’s Named Executive Officers are set forth in the table below:

One Year
Two Years
Three Years
Abstain
27,652,633
32,035
163,122
64,843





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.

Dated: May 26, 2020
 
 
 
 
Spark Energy, Inc.
 
By:
 
/s/ James G. Jones II
Name:
 
James G Jones II
Title:
 
Chief Financial Officer