--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-047496" form_type: "8-K" ticker: "ZNOG" cik: "0001131312" company_name: "ZION OIL & GAS INC" filed_at: "2023-06-08T23:59:59+00:00" generated_at: "2026-06-14T04:43:03.843259+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Zion Oil & Gas annual meeting: directors elected, share increase approved, exculpation proposal fails ## Summary - Class III directors Paul Oroian, Virginia Prodan, Robert Dunn, Pandji Putra each elected with ~200M votes for (108M broker non-votes). - Ratification of RBSM LLP as auditor passed: 310.7M for, 12.1M against. - Nonbinding advisory vote on executive compensation approved: 189.7M for, 24.4M against. - Proposal to expand officer exculpation failed to secure sufficient votes (199.6M for, 15.9M against, 14.4M abstain). - Authorized common shares increased from 800M to 1.2B: 268.9M for, 60.1M against. ## SEC filing metadata - accession: 0001213900-23-047496 - form_type: 8-K - ticker: ZNOG - cik: 0001131312 - company_name: ZION OIL & GAS INC - filed_at: 2023-06-08T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1131312/000121390023047496/0001213900-23-047496-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1131312/000121390023047496/ea180007-8k_zionoil.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-047496 - JSON: https://secwatch.observer/filing/0001213900-23-047496.json - Plain text: https://secwatch.observer/filing/0001213900-23-047496.txt ## Key facts - Shareholder Votes ZION OIL & GAS INC shareholders rejected Proposal to amend the Company's Amended and Restated Certificate of Incorporation to expand the exculpation provision to limit liability of certain officers. at the 2023-06-07 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-06-07 source text: 4. Proposal to amend the Company's Amended and Restated Certificate of Incorporation to expand the exculpation provision to limit liability of certain officers. The Company's common stockholders did not approve by a sufficient number of FOR votes to amend the Company's Amended and Restated Certificate of Incorporation to expand the exculpation provision to limit liability of certain officers, as set forth below: Votes For Votes Against Abstain Broker Non-Votes 199,600,830 15,985,312 14,445,933 107,786,422 evidence_url: https://www.sec.gov/Archives/edgar/data/1131312/000121390023047496/0001213900-23-047496-index.htm - Shareholder Votes ZION OIL & GAS INC shareholders approved Proposal to ratify the appointment of RBSM, LLP. as the Company's auditors for the year ending December 31, 2023. at the 2023-06-07 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-07 source text: 2. Proposal to ratify the appointment of RBSM, LLP. as the Company's auditors for the year ending December 31, 2023. The Company's common stockholders ratified the appointment of RBSM, LLP. , as the Company's auditors for the year ending December 31, 2023, as follows: Votes For Votes Against Abstain Broker Non-Votes 310,676,384 12,068,110 15,074,002 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1131312/000121390023047496/0001213900-23-047496-index.htm - Shareholder Votes ZION OIL & GAS INC shareholders approved Proposal to elect Class III Directors to serve until the 2026 Annual Meeting of Stockholders. at the 2023-06-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-07 source text: 1. Proposal to elect Class III Directors to serve until the 2026 Annual Meeting of Stockholders. The Company's common stockholders elected each of the Company's four nominees for Class III Directors to serve a term of three years to expire at the 2026 Annual Meeting of stockholders or until their respective successors are duly elected and qualified, as set forth below: Name Votes For Votes Against Votes Abstain Broker Non-Votes Paul Oroian 200,344,093 15,287,315 14,400,667 107,786,422 Virginia Prodan 199,986,084 16,497,266 13,548,725 107,786,422 Robert Dunn 200,648,794 16,494,484 12,888,797 107,786,422 Pandji Putra 197,990,159 17,590,218 14,451,698 107,786,422 evidence_url: https://www.sec.gov/Archives/edgar/data/1131312/000121390023047496/0001213900-23-047496-index.htm - Shareholder Votes ZION OIL & GAS INC shareholders approved Proposal to approve, in a nonbinding advisory vote, the compensation of the Company's named executive officers. at the 2023-06-07 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-07 source text: 3. Proposal to approve, in a nonbinding advisory vote, the compensation of the Company's named executive officers. The Company's common stockholders approved, in a nonbinding and advisory vote, the compensation of its named executive officers as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023 for the 2023 Annual Meeting Proxy Statement, as set forth below: Votes For Votes Against Abstain Broker Non-Votes 189,663,086 24,405,062 15,943,926 107,788,422 evidence_url: https://www.sec.gov/Archives/edgar/data/1131312/000121390023047496/0001213900-23-047496-index.htm - Shareholder Votes ZION OIL & GAS INC shareholders approved Proposal to amend the Company's Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.01 (“Common Stock”), that the Company is authorized to issue from 800 million to 1,200 million. at the 2023-06-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-07 source text: 5. Proposal to amend the Company's Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.01 (“Common Stock”), that the Company is authorized to issue from 800 million to 1,200 million. The Company's common stockholders approved to amend the Company's Amended and Restated Certificate of Incorporation to increase the number of shares of common stock, par value $0.01 (“Common Stock”), that the Company is authorized to issue from 800 million to 1,200 million as set forth below: Votes For Votes Against Abstain Broker Non-Votes 268,928,809 60,094,481 8,795,207 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1131312/000121390023047496/0001213900-23-047496-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.