Genie Energy Ltd. — Earnings Release 2021

Mar 11, 2021

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM 8-K

Field: Rule-Page

Field: /Rule-Page

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

Field: Rule-Page

Field: /Rule-Page

GENIE ENERGY LTD.

(Exact name of registrant as specified in its charter)

Field: Rule-Page

Field: /Rule-Page

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.)

Field: Rule-Page

Field: /Rule-Page

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. ☐

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

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 |

Field: Page; Sequence: 2; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 1 Field: /Sequence

Field: /Page

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

Field: Page; Sequence: 3; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

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

Field: Rule-Page

Field: /Rule-Page