Form 8-K Vivakor, Inc. For: Jun 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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(s) | Name of each exchange on which registered | ||
| The (Nasdaq Capital Market) |
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 June 30, 2026, Vivakor, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The total votes voted at the meeting were 3,350,087 votes out of a total number of 4,779,302 votes outstanding and entitled to vote at the Annual Meeting, meaning greater than 50% of the votes outstanding and entitled to vote at the Annual Meeting were present in person or by proxy thereby constituting a quorum. The results of the matters voted on by the Company’s stockholders are set forth immediately below.
Proposal 1
Election of the four nominees to the Company’s board of directors:
| Name | Votes For | Votes Against | Withheld | Percentage Voted For | ||||||||||||
| James Ballengee | 2,652,690 | -0- | 174,095 | 93.84 | % | |||||||||||
| John Harris | 2,660,656 | -0- | 166,129 | 94.12 | % | |||||||||||
| Albert Johnson | 2,660,998 | -0- | 165,787 | 94.14 | % | |||||||||||
| Michael Thompson | 2,672,570 | -0- | 154,215 | 94.54 | % | |||||||||||
Proposal 2
Approval of the May 2026 Financing Stock Issuances, as detailed in the proxy materials:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 2,657,432 | 168,727 | 626 | 523,302 |
Proposal 3
Approval of the Ballengee Stock Issuances, as detailed in the proxy materials:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 2,647,309 | 179,227 | 249 | 523,302 |
Proposal 4
Approval of the Consultant Stock Issuances, as detailed in the proxy materials:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 2,658,124 | 168,193 | 468 | 523,302 |
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Proposal 5
Approval of the J.J. Astor Stock Issuances, as detailed in the proxy materials:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 2,647,805 | 167,602 | 11,378 | 523,302 |
Proposal 6
Approval of the Reverse Stock Split, as detailed in the proxy materials:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 2,905,377 | 443,424 | 1,286 | -0- |
Proposal 7
Ratification of the selection of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 3,045,111 | 301,812 | 3,164 | -0- |
Proposal 8
Approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 2,643,801 | 181,381 | 1,603 | 523,302 |
Proposal 9
Approval of the Plan Amendment, as detailed in the proxy materials:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 2,655,614 | 169,145 | 2,026 | 523,302 |
On the basis of the above votes, (i) James Ballengee, John Harris, Albert Johnson and Michael Thompson were elected as members of the Board; (ii) the proposal to approve May 2026 Financing Stock Issuances was adopted, (iii) the proposal to approve the Ballengee Stock Issuances was adopted; (iv) the proposal to approve the Consultant Stock Issuances was approved, (v) the proposal to approve the J.J. Astor Stock Issuances was adopted, (vi) the proposal to approve the Reverse Stock Split was adopted, (vii) the proposal to ratify the selection of Urish Popeck & Co., LLC as the Company’s independent registered public accountant for the fiscal year ending December 31, 2026 was adopted; (viii) the proposal to approve on a non-binding advisory basis, the compensation of the Company’s named executive officers was adopted, and (ix) the proposal to approve the Plan Amendment was adopted.
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| Item 7.01 | Regulation FD Disclosure. |
On June 25, 2026, Vivakor issued a press release announcing a new recurring crude oil transaction through the Enterprise Products Cushing Terminal. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in this Item 7.01.
On June 30, 2026, Vivakor, Inc. (the “Company”) issued a press release announcing that the Company had reset the payment date for its special dividend of shares of Adapti, Inc. the Company owns to September 5, 2026. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference in this Item 7.01.
The information contained in this Item 7.01 and in the accompanying Exhibits 99.1 and 99.2 are deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Amended 2025 Equity and Incentive Plan | |
| 99.1(1) | Press Release Announcing New Crude Oil Transaction through Pershing Terminal, issued June 25, 2026 | |
| 99.2(1) | Press Release Announcing Reset of Dividend Payment Date for Adapti Shares to September 5, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL document). |
| 1 | Exhibit is furnished and not filed, as described in Item 7.01. |
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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.
| VIVAKOR, INC. | |||
| Dated: June 30, 2026 | By: | /s/ James Ballengee | |
| Name: | James Ballengee | ||
| Title: | Chief Executive Officer, President and Chairman of the Board | ||
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ATTACHMENTS / EXHIBITS
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