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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): June 17, 2010
Pyramid Oil Company
(Exact name of registrant as specified in its charter)
         
California   001-32989   94-0787340
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
     
2008 – 21st Street
Bakersfield, California
  93301
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (661) 325-1000
Not Applicable
Former name or former address, if changed since last report
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:
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     The discussion in Item 5.07 pertaining to the amendment of the Restated Articles of Incorporation and Amended and Restated Bylaws of Pyramid Oil Company (“Pyramid Oil”) is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
     On June 17, 2010, Pyramid Oil held its annual meeting of shareholders (the “Annual Meeting”). Based upon the record date of April 30, 2010, 4,677,728 shares of common stock were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 4,061,132 such shares were present in person or represented by proxy.
     At the Annual Meeting, the shareholders of Pyramid Oil:
    Approved an amendment to Pyramid Oil’s Restated Articles of Incorporation and Amended and Restated Bylaws to change the authorized number of directors from a fixed number of seven to a minimum number of four and a maximum number of seven directors, with the initial number of authorized directors to be four, and to delete references in the Restated Articles of Incorporation to Pyramid Oil’s principal place of business;
 
    Elected four persons to serve as directors of Pyramid Oil until the 2011 annual meeting of shareholders; and
 
    Approved the selection of SingerLewak LLP as Pyramid Oil’s independent registered public accounting firm for the year ending December 31, 2010.
     The proposals summarized above are discussed in detail in Pyramid Oil’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2010. Exhibit 3.1 attached hereto and incorporated herein is a copy of Pyramid Oil’s new Restated Articles of Incorporation, and Exhibit 3.2 attached hereto and incorporated herein is a copy of the newly amended Article II, Section C of Pyramid Oil’s Amended and Restated Bylaws.
     The following are the voting results with respect to each proposal submitted for a vote of the shareholders at the Annual Meeting:
  (1)   Amendment to Pyramid Oil’s Restated Articles of Incorporation and Amended and Restated Bylaws
                         
For   Against     Abstain     Broker Non-Votes  
3,754,713
    303,349       3,070       0  

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  (2)   Election of Four Directors
                         
Nominee   For     Withheld     Broker Non-Votes  
John H. Alexander
    703,608       203,351       3,154,173  
 
                       
Michael D. Herman
    817,600       89,359       3,154,173  
 
                       
Gary L. Ronning
    819,711       87,248       3,154,173  
 
                       
John E. Turco
    821,965       84,994       3,154,173  
  (3)   Approval of the selection of SingerLewak LLP as Pyramid Oil’s independent registered public accounting firm for the year ending December 31, 2010
                         
For   Against     Abstain     Broker Non-Votes  
3,088,496
    108,729       863,907       0  
Item 9.01 Financial Statements and Exhibits.
     
Exhibit No.   Description
Exhibit 3.1
  Restated Articles of Incorporation of Pyramid Oil Company
 
Exhibit 3.2
  Amendment to Article II, Section C of the Amended and Restated Bylaws of Pyramid Oil Company

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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.
         
  Pyramid Oil Company
 
 
June 22, 2010  By:   /s/ John H. Alexander    
    Name:   John H. Alexander   
    Title:   Chief Executive Officer   

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