Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of the stockholders ofVertex Energy, Inc. ("we", "us" or the "Company") was held onJanuary 20, 2022 at10 A.M. Houston time at the Company's corporate offices: 1331 Gemini, Suite 250,Houston, Texas 77058 (the "Special Meeting"). At the Special Meeting, the issuance of shares of our common stock issuable upon the conversion of our$155 million aggregate principal amount at maturity 6.25% Convertible Senior Notes due 2027 (the "Convertible Senior Notes"), in accordance with Nasdaq Listing Rules 5635(a) and (d), as well as the approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of the proposal above, were submitted to a vote of the stockholders through the solicitation of proxies. The proposals below are described in greater detail in the Definitive Proxy Statement on Schedule 14A , filed with theSecurities and Exchange Commission onDecember 10, 2021 (the "Proxy Statement"), with the results of such voting on such proposals as set forth below. Capitalized terms have the meanings given to such terms in the Proxy Statement and this Form 8-K should be read in connection with the Proxy Statement. At the Special Meeting, an aggregate of 39,895,207 shares of voting stock, or 63% of our 63,673,566 total outstanding voting shares (including shares of our common stock and Series A Convertible Preferred Stock, which vote together as a single class) as ofDecember 6, 2021 , the record date for the Special Meeting (the "Record Date"), were present at or were voted at the Special Meeting, constituting a quorum. The final voting results were as follows: Proposal 1 For Against
Abstain Broker Non-Votes To approve the issuance of shares of 39,775,560 84,404 35,243
-0- our common stock issuable upon the conversion of our$155 million aggregate principal amount at maturity 6.25% Convertible Senior Notes due 2027, in accordance with Nasdaq Listing Rules 5635(a) and (d) (the "Convertible Note Share Issuance Proposal") Proposal 2 For Against
Abstain Broker Non-Votes To approve an adjournment of the 39,738,428 108,296 48,483
-0- Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposal above (the "Adjournment Proposal")
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
The Convertible Note Share Issuance Proposal and Adjournment Proposal were each approved by the requisite vote of the Company's stockholders, provided that such an adjournment was not necessary in light of the approval of the Convertible Note Share Issuance Proposal. Item 8.01 Other Events.
As described in that certain Indenture (the "Indenture"), datedNovember 1, 2021 , between the Company andU.S. Bank National Association , as trustee, setting forth the terms of the Convertible Senior Notes, the Default Settlement Method (as defined in the Indenture) of the Convertible Senior Notes automatically changed to Physical Settlement (as defined in the Indenture) upon the approval of Proposal 1 above at the Special Meeting.
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