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): October 29, 2015
Samson
Oil & Gas Limited
(Exact name of registrant as specified in
its charter)
| Australia |
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001-33578 |
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N/A |
| (State or other jurisdiction of incorporation or organization) |
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(Commission file number) |
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(I.R.S. Employer
Identification Number) |
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Level 16, AMP Building,
140 St Georges Terrace
Perth, Western Australia 6000 |
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| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: 011 61 8 9220 9830
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
The Annual General Meeting of the shareholders of Samson Oil
& Gas Limited (the “Company”) was held on October 29, 2015 in Perth, Australia. The Company asked its shareholders
to approve the following matters: (i) the re-election of Mr. Keith Skipper as a director, (ii) the adoption of the Remuneration
Report for the fiscal year ended June 30, 2015, and (iii) an advisory vote on named executive officer compensation pursuant to
Section 14A of the Securities Exchange Act. None of the foregoing matters were approved by the Company’s shareholders. In
addition, as required under Australian law, because the remuneration report was not approved for the second year in a row, the
Company asked its shareholders to vote on a resolution (the “Spill Resolution”) to convene a spill meeting at which
all of the directors of the Company other than the Managing Director, Mr. Barr, would stand for re-election. The Company’s
shareholders voted to approve the Spill Resolution, and as a result, the Company will hold a spill meeting within 90 days of the
Annual General Meeting. The Company will provide additional information concerning the spill meeting as soon as practicable.
The voting results of the Annual General Meeting are set forth
in Exhibit 99.1 and are incorporated herein by reference.
ITEM 9.01 Financial Statements
and Exhibits.
(d) Exhibits
| Exhibit No. |
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Description |
| 99.1 |
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Press release reporting the voting results of the Annual General Meeting of Samson Oil & Gas Limited dated October 30, 2015. |
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.
| Date: November 4, 2015 |
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Samson Oil & Gas Limited |
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By: |
/s/ Robyn Lamont |
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Robyn Lamont |
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Chief Financial Officer |
Exhibit 99.1
SAMSON OIL & GAS LIMITED ANNOUNCES RESULTS OF ANNUAL
GENERAL MEETING
Perth – Friday 30 October 2015
Pursuant to ASX Listing Rule 3.13.2, Samson Oil & Gas Limited
advises on the outcome of voting on the resolutions put to shareholders at the Annual General Meeting held on 29 October 2015.
Details of the voting in regard to the resolutions (together
with the information required to be given by Section 251AA of the Corporations Act) was as follows:
Resolution 1 – Re - Election of Keith Skipper as a
Director
Proxy votes were as follows:
| Votes of proxies directed to vote for the resolution |
: |
166,602,898 |
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| Votes of proxies directed to vote against the resolution |
: |
311,309,767 |
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| Votes of proxies directed to abstain on the resolution |
: |
5,313,739 |
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| Votes of proxies able to vote at the proxies' discretion |
: |
- |
Resolution 1 was defeated on a Poll.
Votes were as follows:
| Votes of proxies directed to vote for the resolution |
: |
166,602,898 |
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| Votes of proxies directed to vote against the resolution |
: |
311,579,767 |
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| Votes of proxies directed to abstain on the resolution |
: |
5,313,739 |
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| Votes of proxies able to vote at the proxies' discretion |
: |
- |
Resolution 2 – Adoption of Remuneration Report
Proxy votes were as follows:
| Votes of proxies directed to vote for the resolution |
: |
136,851,573 |
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| Votes of proxies directed to vote against the resolution |
: |
318,267,011 |
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| Votes of proxies directed to abstain on the resolution |
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28,107,820 |
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| Votes of proxies able to vote at the proxies' discretion |
: |
- |
Samson Oil & Gas USA
1331, 17th
Street, Suite 710, Denver Colorado 80202 Tel + 1 303 295 0344 Fax + 1 303 295 1961
Samson Oil & Gas Limited
Level 16, AMP Building,
140 St Georges Terrace, Perth Western Australia 6000 / PO Box 7654, Cloisters Square Perth Western Australia 6850
Tel + 61 8 9220 9830 Fax + 61 8 9220 9820 ABN 25 009 069 005 ASX Code SSN
Resolution 2 was defeated on a Poll.
Votes were as follows:
| Votes of proxies directed to vote for the resolution |
: |
136,851,573 |
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| Votes of proxies directed to vote against the resolution |
: |
318,537,011 |
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| Votes of proxies directed to abstain on the resolution |
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28,107,820 |
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| Votes of proxies able to vote at the proxies' discretion |
: |
- |
Resolution 3 – Spill Resolution
Proxy votes were as follows:
| Votes of proxies directed to vote for the resolution |
: |
345,287,088 |
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| Votes of proxies directed to vote against the resolution |
: |
127,633,115 |
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| Votes of proxies directed to abstain on the resolution |
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10,306,201 |
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| Votes of proxies able to vote at the proxies' discretion |
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- |
Resolution 3 was passed by a poll.
Votes were as follows:
| Votes of proxies directed to vote for the resolution |
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345,447,088 |
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| Votes of proxies directed to vote against the resolution |
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127,633,115 |
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| Votes of proxies directed to abstain on the resolution |
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10,416,201 |
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| Votes of proxies able to vote at the proxies' discretion |
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- |
Resolution 4 – Advisory vote on named executive officer
compensation
Proxy votes were as follows:
| Votes of proxies directed to vote for the resolution |
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122,742,350 |
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| Votes of proxies directed to vote against the resolution |
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338,136,766 |
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| Votes of proxies directed to abstain on the resolution |
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22,347,288 |
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| Votes of proxies able to vote at the proxies' discretion |
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- |
Samson Oil & Gas USA
1331, 17th
Street, Suite 710, Denver Colorado 80202 Tel + 1 303 295 0344 Fax + 1 303 295 1961
Samson Oil & Gas Limited
Level 16, AMP Building,
140 St Georges Terrace, Perth Western Australia 6000 / PO Box 7654, Cloisters Square Perth Western Australia 6850
Tel + 61 8 9220 9830 Fax + 61 8 9220 9820 ABN 25 009 069 005 ASX Code SSN
Resolution 4 was defeated by a poll.
Votes were as follows:
| Votes of proxies directed to vote for the resolution |
: |
122,742,350 |
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| Votes of proxies directed to vote against the resolution |
: |
338,406,766 |
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| Votes of proxies directed to abstain on the resolution |
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22,347,288 |
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| Votes of proxies able to vote at the proxies' discretion |
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- |
Voting at the Annual General Meeting resulted
in a second strike against the Company’s Remuneration Report and the resulting Spill Resolution was passed. Accordingly,
Directors wish to advise that pursuant to Section 250V of the Corporations Act a Spill Meeting will be convened within 90 days.
Details of the Spill Meeting will be advised as soon as practicable.
For and on behalf of the Board of Directors of
SAMSON OIL & GAS LIMITED
DENIS RAKICH
Company Secretary
Samson Oil & Gas USA
1331, 17th
Street, Suite 710, Denver Colorado 80202 Tel + 1 303 295 0344 Fax + 1 303 295 1961
Samson Oil & Gas Limited
Level 16, AMP Building,
140 St Georges Terrace, Perth Western Australia 6000 / PO Box 7654, Cloisters Square Perth Western Australia 6850
Tel + 61 8 9220 9830 Fax + 61 8 9220 9820 ABN 25 009 069 005 ASX Code SSN