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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 of 1934

 

Date of Report (Date of earliest event reported): March 8, 2021

 

 

 

GENIE ENERGY LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-35327   45-2069276

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

520 Broad Street

Newark, New Jersey

  07102
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (973) 438-3500

 

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-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)-2 of the Exchange Act:

 

Title of each class   Trading Symbol  

Name of each exchange on

which registered

Class B common stock, par value $.01 per share   GNE   New York Stock Exchange
Series 2012-A Preferred stock, par value $.01 per share   GNE.PRA   New York Stock Exchange

 

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 2.02. Results of Operations and Financial Condition.

 

On March 11, 2021, the Registrant distributed over a wire service and posted to the investor relations page of its website (www.genie.com), an earnings release announcing its results of operations for the quarter and full year ended December 31, 2020. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 8, 2021, the Board of Directors of the Company adopted the Company’s Fourth Amended and Restated By-Laws, effective as of March 8, 2021, with the effect of adding the position of ex-officio (non-voting) director and making such corresponding changes to the following Articles and Sections:

 

Article III, Sections 1, 2, 4, 5, 6, 7, 9 and 12.

 

Article IX

 

The foregoing description of changes to the Company’s By-Laws is qualified in its entirety by reference to the text of the Company’s Fourth Amended and Restated By-Laws that are attached hereto as Exhibit 3.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

  Document
3.1   Genie Energy Ltd. Fourth Amended and Restated By-Laws (as amended on March 8, 2021).
99.1   Press Release, dated March 11, 2021, reporting the results of operations for the quarter and full year ended December 31, 2020.
104   Cover Pager Interactive Data File, formatted in Inline XBRL document

 

1

 

 

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.

 

  GENIE ENERGY LTD.
     
  By: /s/ Michael Stein
  Name:   Michael Stein
  Title: Chief Executive Officer

 

Dated: March 11, 2021

 

2

 

 

EXHIBIT INDEX

 

Exhibit
Number

  Document
3.1   Genie Energy Ltd. Fourth Amended and Restated By-Laws (as amended on March 8, 2021).
99.1   Press Release, dated March 11, 2021, reporting the results of operations for the quarter and full year ended December 31, 2020.
104   Cover Pager Interactive Data File, formatted in Inline XBRL document

  

 

3