Genie Energy Ltd.

8-K · gne20260611_8k.htm iXBRL

0001528356

 2026-06-10
 2026-06-10

 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 10, 2026

  

  

 GENIE ENERGY LTD.

 (Exact Name of Registrant as Specified in its Charter)

  

 1-35327

 (Commission File Number)

  

 Delaware

 45-2069276

 (State or other jurisdiction

 of incorporation)

 (IRS Employer

 Identification No.)

  

  

 520 Broad Street

 Newark , New Jersey

 07102

 (Address of principal executive offices)

 (Zip Code)

  

 Registrant’s telephone number, including area code: ( 973 ) 438-3500

  

 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 (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))

  

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

  

 Title of Each Class

 Trading Symbol(s)

 Name of each exchange on which registered

 Class B common stock, par value $.01 per share

 GNE

 New York Stock Exchange

  

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

  

  

  

  

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

  

 (a)         Genie Energy Ltd.’s (the “Company”) Annual Meeting of Stockholders was held on June 10, 2026 (the “Meeting”). Stockholders voted on the matters set forth below.

  

 (b)(1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

  

 The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

  

 Nominee

  

 Votes For

  

 Votes Against

  

 Abstentions

  

 Broker Non-Vote

  

 % Votes For

 Howard S. Jonas

  

 6,149,669

  

 514,052

  

 29,950

  

 0

  

 91.87

 Irwin Katsof

  

 6,686,724

  

 4,809

  

 2,138

  

 0

  

 99.90

 Joyce Mason

  

 6,680,573

  

 10,918

  

 2,180

  

 0

  

 99.80

 W. Wesley Perry

  

 6,359,758

  

 302,266

  

 31,646

  

 0

  

 95.01

 Alan B. Rosenthal

  

 6,340,525

  

 321,513

  

 31,632

  

 0

  

 94.72

  

 (2)         A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the 2021 Stock Option and Incentive Plan that increased the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 70,000.

  

 The number of votes cast with respect to this matter was as follows:

  

 Votes For

  

 Votes Against

  

 Abstentions

  

 Broker Non-Vote

  

 % Votes For

 5,930,700

  

 731,723

  

 31,247

  

 0

  

 88.60

  

2

  

  

 SIGNATURE

  

 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.

  

 GENIE ENERGY LTD.

 By:

 /s/  Michael Stein

 Name: Michael Stein

 Title: Chief Executive Officer

  

 Dated: June 11, 2026

  

3