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VERTEX ENERGY INC. : Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

09/29/2021 | 08:02am EST

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

A special meeting of the stockholders of Vertex Energy, Inc. ("we", "us" or the
"Company") was held on September 28, 2021 (the "Special Meeting"). At the
Special Meeting, the proposed sale to Safety-Kleen Systems, Inc.
("Safety-Kleen"), pursuant to the Asset Purchase Agreement, dated as of June 29,
2021, by and between Vertex Energy, Inc., Vertex Energy Operating, LLC, Vertex
Refining LA, LLC, Vertex Refining OH, LLC, Cedar Marine Terminals, L.P., and H &
H Oil, L.P. (collectively, the "Seller Parties") and Safety-Kleen (as it may be
amended from time to time and including all exhibits and schedules thereto, the
"Sale Agreement"), of a significant portion of the assets of the Seller Parties,
on the terms, and subject to the conditions set forth in the Sale Agreement (the
"Sale"), and the terms of the Sale Agreement, each as described in further
detail in the Proxy Statement (defined below)(the "Transaction Proposal"), as
well as certain proposals associated therewith (each as discussed in greater
detail below), 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 the Securities and Exchange Commission
on September 8, 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 35,040,086
shares of voting stock, or 56.8% of our 61,295,456 total outstanding voting
shares (including shares of our common stock and Series A Convertible Preferred
Stock, which vote together as a single class) as of September 2, 2021, the
record date for the Meeting (the "Record Date"), were present at or were voted
at the Meeting, constituting a quorum.

Proposal 1                                   For           Against        Abstain        Broker Non-Votes
To approve the Transaction Proposal       35,021,136        12,752         6,198               -0-

Proposal 2                                   For           Against        Abstain        Broker Non-Votes
To approve, on a non-binding,             34,824,099       201,819         14,168              -0-
advisory basis, the compensation that
may be paid or become payable to
certain of Vertex Energy, Inc.'s
named executive officers prior to, or
after, the consummation of the
transactions contemplated by the
Asset Purchase Agreement (the
"Transaction-Related Compensation

Proposal 3                                   For           Against       

Abstain Broker Non-Votes To approve an adjournment of the 35,005,541 19,352 15,193

special meeting, if necessary, to
solicit additional proxies if there
are not sufficient votes in favor of
the proposal to approve the Sale (the
"Adjournment Proposal").

Approval of the Transaction Proposal required the affirmative vote of the
holders of a majority of voting shares present (or represented by proxy) at the
Special Meeting. The Transaction Proposal was approved by the requisite vote of
the Company's stockholders. At the Special Meeting, the Transaction-Related
Compensation Proposal was also approved. Sufficient votes were also received to
approve the Adjournment Proposal, but such an adjournment was not necessary in
light of the approval of the Transaction Proposal.

Item 7.01 Regulation FD Disclosure.

On September 29, 2021, the Company issued a press release disclosing the results
of the stockholder vote discussed above under Item 5.07. A copy of the press
release is furnished herewith as Exhibit 99.1.

The information responsive to Item 7.01 of this Form 8-K and Exhibit
99.1 attached, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise
subject to the liabilities of that section, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended or the Exchange Act, except as expressly set forth by specific reference
in such a filing. The furnishing of this Report is not intended to constitute a
determination by the Company that the information is material or that the
dissemination of the information is required by Regulation FD.

The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K
contains forward-looking statements within the safe harbor provisions under The
Private Securities Litigation Reform Act of 1995, and, as such, may involve
known and unknown risks, uncertainties and assumptions. You can identify these
forward-looking statements by words such as "may," "should," "expect,"
"anticipate," "believe," "estimate," "intend," "plan" and other similar
expressions. These forward-looking statements relate to the Company's current
expectations and are subject to the limitations and qualifications set forth in
the press release as well as in the Company's other filings with the Securities
and Exchange Commission, including, without limitation, that actual events
and/or results may differ materially from those projected in such
forward-looking statements. These statements also involve known and unknown
risks, which may cause the results of the Company, its divisions and concepts to
be materially different than those expressed or implied in such statements.
Accordingly, readers should not place undue reliance on any forward-looking
statements. Forward-looking statements may include comments as to the Company's
beliefs and expectations as to future financial performance, events and trends
affecting its business and are necessarily subject to uncertainties, many of
which are outside the Company's control. More information on potential factors
that could affect the Company's financial results is included from time to time
in the "Forward-Looking Statements," "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" sections of the
Company's periodic and current filings with the SEC, including the Form 10-Qs
and Form 10-Ks, filed with the SEC and available at www.sec.gov and in the
"Investor Relations," "SEC Filings" page of our website at www.vertexenergy.com.
Forward-looking statements speak only as of the date they are made. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
that occur after that date, except as otherwise provided by law.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.   Description

  99.1*         Press Release dated September 29, 2021
104           Inline XBRL for the cover page of this Current Report on Form 8-K

* Furnished herewith.

© Edgar Online, source Glimpses

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Sales 2021 218 M - -
Net income 2021 -5,84 M - -
Net Debt 2021 - - -
P/E ratio 2021 -32,8x
Yield 2021 -
Capitalization 301 M 301 M -
Capi. / Sales 2021 1,38x
Capi. / Sales 2022 0,18x
Nbr of Employees 282
Free-Float 72,2%
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Last Close Price 4,76 $
Average target price 19,00 $
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Benjamin P. Cowart Chairman, President & Chief Executive Officer
Christopher Carlson Chief Financial & Accounting Officer, Secretary
John Strickland Chief Operating Officer
David L. Phillips Independent Non-Executive Director
Daniel K. Borgen Independent Non-Executive Director
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