Prairie Operating Co.

8-K · ef20075595_8k.htm iXBRL

0001162896 2026-06-03 2026-06-03

 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 3, 2026

 Prairie Operating Co.

 (Exact name of registrant as specified in its charter)

 Delaware

 001-41895

 98-0357690

 (State or other jurisdiction of incorporation)

 (Commission File Number)

 (I.R.S. Employer Identification No.)

  

 55 Waugh Drive ,
 Suite 400

 Houston ,
 Texas

 77007

 (Address of principal executive offices)

 (Zip code)

  

 ( 713 ) 424-4247

 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:

 ☐

 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 Symbol(s)

  

 Name of each exchange on which registered

 Common Stock, $0.01 par value

  

 PROP

  

 The Nasdaq Stock Market LLC

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
 Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 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.

  

 At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Prairie Operating Co. (the “Company”) that was held on June 3, 2026, only stockholders of record
 at the close of business on April 15, 2026, the record date for the Annual Meeting (the “Record Date”), were entitled to vote. As of the Record Date, 97,344,348 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), were
 outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 65,706,444 shares of the Company’s Common Stock were voted in person or by proxy for the two proposals set forth below, each of which is described in the Company’s
 definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 23, 2026.

 Proposal No. 1 - Election of Directors

  

 The Company’s stockholders elected the director nominees below to the Board of Directors of the Company to hold office until the 2027 Annual Meeting of Stockholders or
 until their successors are elected, by the vote indicated below:

  

 Director Nominees

 Votes For

 Votes Against

 Abstentions

 Broker Non-

 Votes

 Richard N. Frommer

 38,317,707

 1,115,867

 384,236

 25,888,634

 Jonathan Gray

 36,733,474

 2,506,996

 577,340

 25,888,634

 Stephen Lee

 35,090,781

 4,333,118

 393,911

 25,888,634

 Erik Thoresen

 36,304,858

 3,142,980

 369,972

 25,888,634

  

 Proposal No. 2 - Ratification of the Appointment of Independent Registered Accounting Firm

  

 The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal
 year ending December 31, 2026, by the vote indicated below:

 Votes For

 Votes Against

 Abstentions

 64,577,836

 491,258

 637,350

 SIGNATURES

  

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf
 by the undersigned hereunto duly authorized.

  

 Date: June 5, 2026

  

 PRAIRIE OPERATING CO.

 By:

 /s/ Daniel T. Sweeney

 Name:

 Daniel T. Sweeney

 Title:

 Executive Vice President, General Counsel & Corporate Secretary