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 5, 2018

 

HOUSTON AMERICAN ENERGY CORP.

(Exact name of registrant as specified in Charter)

 

Delaware   1-32955   76-0675953
(State or other jurisdiction of
incorporation or organization)
  (Commission
File No.)
  (IRS Employer
Identification No.)

 

801 Travis Street, Suite 1425
Houston, Texas 77002

(Address of Principal Executive Offices)(Zip Code)

 

713-222-6966

(Issuer Telephone number)

 

 

(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] 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))

 

 

 

 
 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 5, 2018, the Board of Directors of Houston American Energy Corp. (the “Company”) terminated John P. Boylan as Chairman, Chief Executive Officer and President.

 

Effective June 5, 2015, Stephen Hartzell, lead independent director of the Company, was named interim Chairman of the Board of the Company and James Schoonover, a director of the Company, was named interim Chief Executive Officer of the Company.

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

On June 5, 2018, Houston American Energy Corp. (the “Company”) held its Annual Meeting of shareholders. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Proxy Statement, are as follows:

 

Proposal 1. The nominee for election as Class B Director was elected to serve until the 2021 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the director was as follows:

 

DIRECTOR:  FOR   WITHHELD   ABSTENTIONS AND
BROKER NON-VOTE
 
             
John P. Boylan   12,062,813    710,468    55,098,020 

 

Proposal 2. The appointment of GBH CPAs, P.C. as the Company’s independent registered public accounting firm for fiscal 2018 was ratified by the stockholders by the votes set forth in the table below:

 

FOR   AGAINST   ABSTENTIONS AND
BROKER NON-VOTES
 
 43,713,722    1,298,751    22,858,828 

 

Proposal 3. 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:

 

FOR   AGAINST   ABSTENTIONS AND
BROKER NON-VOTES
 
 8,511,263    1,871,430    57,488,608 

 

Item 7.01. Regulation FD Disclosure.

 

On June 7, 2018, the Company issued a press release, a copy of which is attached as Exhibit 99.1, announcing the termination of Mr. Boylan as Chairman, CEO and President and appointment of Mr. Hartzell as Interim Chairman and Mr. Schoonover as Interim CEO.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

  99.1 Press release dated June 7, 2018

 

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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.

 

  HOUSTON AMERICAN ENERGY CORP.
     
Dated: June 7, 2018    
  By: /s/ James Schoonover
    James Schoonover
    Interim Chief Executive Officer

 

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