Zion Oil (ZNOG) investors approve board, auditors and pay votes

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Zion Oil & Gas, Inc. reported results from its 2026 annual stockholder meeting. As of April 6, 2026 there were 1,182,750,591 common shares outstanding, and a quorum of 683,559,582 shares was present in person or by proxy.

Stockholders elected four Class III directors to terms ending at the 2029 annual meeting, ratified RBSM, LLP as auditor for the year ending December 31, 2026, and approved a nonbinding advisory vote on executive compensation. Stockholders also chose a three-year interval for future advisory votes on named executive officer pay.

8-K Event Classification

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

1 item

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.

Key Figures

Shares outstanding: 1,182,750,591 shares Shares represented at meeting: 683,559,582 shares Votes for Robert Dunn: 360,396,461 votes +3 more

6 metrics

Shares outstanding 1,182,750,591 shares Common stock outstanding as of April 6, 2026 record date

Shares represented at meeting 683,559,582 shares Quorum present in person or by proxy at 2026 annual meeting

Votes for Robert Dunn 360,396,461 votes Director election for Class III seat through 2029

Auditor ratification – votes for 655,214,993 votes Ratification of RBSM, LLP as auditor for year ending December 31, 2026

Say-on-pay – votes for 343,174,923 votes Nonbinding advisory approval of named executive officer compensation

Votes for 3-year frequency 289,022,093 votes Preference for three-year say-on-pay advisory vote frequency

Key Terms

broker non-votes, nonbinding advisory vote, frequency of shareholder nonbinding advisory votes, Class III Directors

4 terms

broker non-votes financial

"Votes For | Votes Against | Votes Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

nonbinding advisory vote financial

"approved in a nonbinding advisory vote, compensation of the Company’s Named Executive Officers"

frequency of shareholder nonbinding advisory votes financial

"approved 3 years as the frequency of shareholder nonbinding advisory votes on the compensation"

Class III Directors financial

"four nominees for Class III Directors to serve a term of three years"

Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.

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Understanding 8-K Material Events →

06/03/2026 - 11:44 AM

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Zion Oil (ZNOG) shareholders decide at the 2026 annual meeting?

Zion Oil shareholders elected four Class III directors, ratified RBSM, LLP as 2026 auditor, approved executive compensation in a nonbinding advisory vote, and chose a three-year frequency for future say‑on‑pay votes, confirming the company’s existing governance and compensation approach.

How many Zion Oil (ZNOG) shares were eligible to vote at the 2026 meeting?

There were 1,182,750,591 shares of Zion Oil common stock issued and outstanding as of April 6, 2026, the record date. A quorum representing 683,559,582 shares was present in person or by proxy at the annual meeting, allowing business to be conducted.

Were Zion Oil (ZNOG) directors re-elected by strong margins in 2026?

All four Class III director nominees received substantially more votes for than against. For example, Robert Dunn received 360,396,461 votes for and 9,030,434 against, with 8,395,426 abstentions and 305,737,260 broker non‑votes, supporting board continuity through the 2029 meeting.

Did Zion Oil (ZNOG) shareholders approve the company’s 2026 auditor?

Yes. Shareholders ratified RBSM, LLP as Zion Oil’s auditor for the year ending December 31, 2026, with 655,214,993 votes for, 8,615,744 against, and 19,728,844 abstentions. There were no broker non‑votes recorded on this auditor ratification proposal.

How did Zion Oil (ZNOG) investors vote on executive compensation in 2026?

In a nonbinding advisory vote, shareholders approved compensation for Zion Oil’s named executive officers, with 343,174,923 votes for, 16,190,588 against, and 18,456,810 abstentions, plus 305,737,260 broker non‑votes. This indicates overall support for the disclosed executive pay program.

What say-on-pay frequency did Zion Oil (ZNOG) shareholders choose?

Shareholders favored holding say‑on‑pay votes every three years. The three‑year option received 289,022,093 votes, compared with 11,157,350 for two years, 59,626,159 for one year, and 18,016,718 abstentions, guiding how often future advisory votes on executive compensation will occur.

Filing Exhibits & Attachments

4 documents