ZION OIL & GAS INC

8-K · znog20260603_8k.htm iXBRL

0001131312

 2026-06-03
 2026-06-03

 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

  

 June 3, 2026

 Date of Report (Date of earliest event reported)

  

 Zion Oil & Gas, Inc.

 (Exact name of registrant as specified in its charter)

  

 Texas

 (State or other jurisdiction of incorporation)

  

 001-33228

  

 20-0065053

 (Commission File Number)

  

 (IRS Employer Identification No.)

  

 12222 Merit Drive, Suite 1450 , Dallas , TX 75251

 (Address of Principal Executive Offices) (Zip Code)

  

 Registrant’s telephone number, including area code: 214 - 221-4610

  

 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  ☐

  

 Securities registered pursuant to Section 12(b) of the Act: 

  

 Title of each class

  

 Trading Symbol(s)

  

 Name of each exchange on which registered

  
  
  
  
  

  

  

  

  

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

  

 On June 2, 2026, Zion Oil & Gas, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting") at 12222 Merit Drive, Suite 1740, Dallas, Texas 75251 and by virtual Zoom Webinar. As of April 6, 2026, the record date for the 2026 Annual Meeting, there were 1,182,750,591 shares of common stock issued and outstanding. A quorum of common stockholders, present in person or by proxy, representing 683,559,582 shares of common stock was present at the 2026 Annual Meeting. The final voting results of the 2026 Annual Meeting are set forth below.

  

 1. 

 Proposal to elect Class III Directors to serve until the 2029 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 2029 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
 355,826,976
 9,961,164
 12,034,181
 305,737,260

  
  
  
  
  

 Virginia Prodan
 351,745,995
 11,075,902
 15,000,424
 305,737,260

  
  
  
  
  

 Pandji Putra
 352,756,010
 10,202,936
 14,863,374
 305,737,260

  
  
  
  
  

 Robert Dunn
 360,396,461
 9,030,434
 8,395,426
 305,737,260

  

 2. 

 Proposal to ratify the appointment of RBSM, LLP. as the Company's auditors for the year ending December 31, 2026.

  

 The Company’s common stockholders ratified the appointment of RBSM, LLP., as the Company's auditors for the year ending December 31, 2026, as follows:

  

 Votes For

 Votes Against

 Abstain

 Broker Non-Votes

 655,214,993

 8,615,744

 19,728,844

 0

  

 3. 

 Proposal to approve, in a nonbinding advisory vote, compensation of the Company’s Named Executive Officers.

  

 The Company’s common stockholders approved in a nonbinding advisory vote, compensation of the Company’s Named Executive Officers set forth below:

  

 Votes For

 Votes Against

 Abstain

 Broker Non-Votes

 343,174,923

 16,190,588

 18,456,810

 305,737,260

  

 4. 

 Proposal to approve, in a nonbinding advisory vote, the frequency of future nonbinding advisory votes on the compensation of the Company’s Named Executive Officers.

  

 The Company’s common stockholders approved 3 years as the frequency of shareholder nonbinding advisory votes on the compensation of its named executive officers as stated in the number of votes cast for each of 1 year, 2 years, and 3 years, as well as the number of abstentions as set forth below:

  

 Votes For 3 Years

 Votes For 2 Years

 Votes For 1 Year

 Abstain

 289,022,093

 11,157,350

 59,626,159

 18,016,718

  

  

  

  

 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 hereto duly authorized.

  

  
  
  
  
  
  

 Date: June 3, 2026

  
  
  
  

  
  
  
  
  

 Zion Oil and Gas, Inc.

  
  
  
  

  
  
  
  
  
  

  
  
  
  
  
  

 By:

 /s/ Robert Dunn

  
  
  
  

  

 Robert Dunn

  
  
  
  

  

 Chief Executive Officer