Form 8-K - Current report
July 14 2023 - 4:15PM
Edgar (US Regulatory)
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):
July 12, 2023
Pacific Coast Oil Trust
(Exact name of registrant as specified in its
charter)
Delaware |
1-35532 |
80-6216242 |
(State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification Number) |
The Bank of New York Mellon Trust Company,
N.A.
601 Travis, Floor 16
Houston, Texas |
77002 |
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s telephone number, including
area code: (512) 236-6555
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-(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:
None
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.
A special meeting (the “Special Meeting”)
of the unitholders of Pacific Coast Oil Trust (the “Trust”) was held on July 12, 2023, at which the following proposals
were voted upon by the Trust’s unitholders: (1) the removal of The Bank of New York Mellon Trust Company, N.A. as the
trustee of the Trust and (2) an amendment to Section 8.02 of the Amended and Restated Trust Agreement of the Trust, dated as
of May 8, 2012 (the “Trust Agreement”), requiring the Trust to bear all costs associated with calling any meeting of
unitholders that is called by unitholders owning of record not less than 10% in number of the then outstanding Trust units should any
of the proposals submitted at such meeting receive a majority vote in favor.
Proposal 1
The final voting results with respect to Proposal
1 were as follows:
For |
|
Against |
|
Abstain |
23,459,554 |
|
884,779 |
|
159,519 |
There were no broker non-votes.
To be approved, Proposal 1 required the affirmative
vote of unitholders who, as of the record date for the Special Meeting, held Trust units representing a majority of the Trust units present
in person or by proxy at the Special Meeting. According to the report of the Inspector of Election for the Special Meeting, unitholders
owning 22,988,452 Trust units were present in person or by proxy at the Special Meeting. Accordingly, Proposal 1 was approved, as unitholders
owning approximately 95.7% of the Trust units present in person or by proxy at the Special Meeting voted for the proposal.
Proposal 2
The final voting results with respect to Proposal
2 were as follows:
For |
|
Against |
|
Abstain |
22,885,158 |
|
1,409,000 |
|
209,694 |
There were no broker non-votes.
To be approved, Proposal 2 required the affirmative
vote of unitholders who, as of the record date for the Special Meeting, held Trust units representing at least 75% of the outstanding
Trust units. As of the record date, there were 38,583,158 Trust units outstanding and entitled to vote at the Special Meeting. Accordingly,
Proposal 2 was not approved, as only approximately 59.3% of the outstanding Trust units voted for the proposal.
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.
|
Pacific
Coast Oil Trust |
|
|
|
By: |
The
Bank of New York Mellon Trust Company, N.A., as Trustee |
|
|
|
|
By: |
/s/
Sarah Newell |
|
|
|
Sarah
Newell |
|
|
|
Vice
President |
Date: July 14, 2023
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