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Quorum shortfall postpones New Concept Energy (NYSE: GBR) meeting

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

New Concept Energy, Inc. reports that its July 24, 2026 annual stockholder meeting was called to order but then recessed because a quorum was not established.

On the June 19, 2026 record date, 5,131,934 common shares and 559 Series B Preferred shares were outstanding, each entitled to one vote. The agenda covered director elections, ratification of the independent registered public accounting firm, and approval of a proposed sale of 2,000,000 common shares to one party. Because fewer than the requisite properly executed proxies were received, the chair recessed the meeting until August 21, 2026 at 10:30 a.m. to allow further proxy solicitation so stockholders entitled to cast at least 2,566,247 votes can be represented for a quorum.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Common shares outstanding 5,131,934 shares Outstanding as of record date June 19, 2026; each share entitled to one vote
Series B Preferred shares outstanding 559 shares Outstanding as of record date June 19, 2026; each share entitled to one vote
Quorum vote requirement 2,566,247 votes Votes stockholders must be entitled to cast to reach quorum for the 2026 annual meeting
Proposed common share sale 2,000,000 shares Common shares proposed to be sold to one party, subject to stockholder approval
Meeting reconvened date and time August 21, 2026, 10:30 a.m. Time to which the 2026 annual meeting was recessed for further proxy solicitation
quorum regulatory
"fewer than the requisite properly executed and valid proxies to establish a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
solicitation of proxies regulatory
"the Annual Meeting of Stockholders ... was called to be held following a solicitation of proxies"
Solicitation of proxies is the process by which a company or a shareholder asks other shareholders to authorize their votes on corporate matters by signing or submitting a proxy form. Think of it like asking friends to sign a permission slip on your behalf so a decision can be made without everyone attending; it matters to investors because proxy campaigns determine control of the board, approval of major deals or policies, and can signal contested management battles that affect share value and strategy.
Series B Preferred Stock financial
"5,131,934 shares of Common Stock and 559 shares of Series B Preferred Stock was outstanding"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
independent registered public accounting firm regulatory
"the ratification of the appointment of the independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did New Concept Energy (GBR) disclose about its 2026 annual meeting?

New Concept Energy disclosed that its July 24, 2026 annual stockholder meeting was recessed because a quorum was not reached. The meeting will reconvene on August 21, 2026 at 10:30 a.m. after additional proxy solicitations.

How many New Concept Energy (GBR) shares were entitled to vote at the 2026 meeting?

As of the June 19, 2026 record date, 5,131,934 shares of Common Stock and 559 shares of Series B Preferred Stock were outstanding, with each share entitled to cast one vote at the annual meeting.

What matters are on the agenda for New Concept Energy’s (GBR) recessed 2026 annual meeting?

The agenda includes electing directors, ratifying the appointment of the independent registered public accounting firm, and approving a proposed sale of 2,000,000 shares of common stock to one party, all to be voted when the meeting reconvenes.

When will New Concept Energy (GBR) reconvene its 2026 annual meeting?

The annual meeting was recessed and is scheduled to reconvene on August 21, 2026 at 10:30 a.m.. The recess allows additional proxy solicitations so enough voting power is represented to establish a quorum.

How many votes are needed for a quorum at New Concept Energy’s (GBR) 2026 meeting?

The company states that stockholders entitled to cast at least 2,566,247 votes must be represented to reach a quorum. The initial July 24, 2026 session did not meet this quorum threshold, prompting the recess.

What will New Concept Energy (GBR) do during the recess of its 2026 annual meeting?

During the recess, management and Board members will seek additional proxies from stockholders. Their goal is to obtain proxies covering at least 2,566,247 votes, the level required to establish a quorum when the meeting reconvenes.
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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

 

Date of Report (Date of earliest event reported): July 24, 2026

 

NEW CONCEPT ENERGY, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

Nevada 000-08187 75-2399477

(State or other

jurisdiction of incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

     
   

1603 LBJ Freeway, Suite 300

Dallas, Texas

75234
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code 972-407-8400

 

 

(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:

 

¨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

 

Name of Each Exchange on which Registered

 

Common Stock, par value $0.01

 

GBR

 

NYSE American

 

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.

 

On July 24, 2026, the Annual Meeting of Stockholders of New Concept Energy, Inc. (“NCE” or the “Issuer” or the “Registrant”) was called to be held following a solicitation of proxies, pursuant to a Notice of Annual Meeting and related Proxy Statement, each dated June 22, 2026 distributed in accordance with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of June 19, 2026 a total of 5,131,934 shares of Common Stock and 559 shares of Series B Preferred Stock was outstanding, with each share entitled to cast one vote.

 

At the Annual Meeting, which involves only the election of directors, the ratification of the appointment of the independent registered public accounting firm and the proposed sale of 2,000,000 shares of common stock to one party, after the call to order, it was determined that fewer than the requisite properly executed and valid proxies to establish a quorum had been received prior to the time of the meeting. The Chair of the meeting recessed the Annual Meeting until August 21, 2026 at 10:30 a.m. in order to allow the further solicitation of proxies of stockholders entitled to cast at least 2,566,247 votes. During the recess, management and members of the Board of Directors of the Issuer will attempt to obtain additional proxies covering in number at least the quorum number.

 

  
 

 

Dated: July 24, 2026.

 

  NEW CONCEPT ENERGY, INC.
   
     
  By: /s/ Gene S. Bertcher
    Gene S. Bertcher, President, Chief
    Executive Officer and Chief
    Financial Officer

 

 

 

 

 

 

Filing Exhibits & Attachments

3 documents