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Departure of Directors or Certain

(e)

Stockholder Approval of

an Amendment to the PEDEVCO CORP. 2012 Equity Incentive Plan

Annual Meeting

), the stockholders of PEDEVCO Corp. (the

Company

) approved an amendment to the Companys 2012 Equity Incentive Plan (the

Plan

) to increase by 3,000,000, the number of shares of common stock reserved for issuance under the Plan. The Companys stockholders approved the Plan in accordance with the voting results set forth below under Item 5.07. The increase to the Plan was originally approved by the Board of Directors of the Company on July 27, 2015, subject to stockholder approval.

The Plan was originally adopted in 2012. The material terms of the Plan were described in the Companys Proxy Statement under the caption

Proposal 3 Amendment to the PEDEVCO Corp. 2012 Equity Incentive Plan

filed with the SEC on August 25, 2015. The Plan provides for awards of incentive stock options, non-statutory stock options, rights to acquire restricted stock, stock appreciation rights, or SARs, and performance units and performance shares.Incentive stock options granted under the Plan are intended to qualify as

incentive stock options

within the meaning of Section422 of the Internal Revenue Code of 1986, as amended (the

Code

).

The above description of the Plan does not purport to be complete, and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting the stockholders (i) elected four director nominees, (ii) approved the issuance of up to 66,625,000 shares of our common stock to Golden Globe Energy (US), LLC (and its assigns) upon conversion of the Companys outstanding shares of Series A Convertible Preferred Stock, (iii) approved the amendment to the Plan (described in greater detail above under Item 5.02), (iv) approved, on an advisory basis, the appointment of GBH CPAs, PC, as the Companys independent auditors for the 2015 fiscal year, and (v) approved the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies, provided that such adjournment was not necessary.

A total of 25,366,795 shares were present in person or by proxy and represented at the Annual Meeting, which shares constituted a quorum (a majority of our outstanding voting shares) based on 44,270,264 shares entitled to vote at the Annual Meeting (provided that only 44,203,639 shares were eligible to vote for proposal 2) as of the August 21, 2015 record date for the Annual Meeting.At the Annual Meeting, the Companys shareholders voted on the following proposals described in greater detail in the Companys Definitive Proxy Statement filed on August 25, 2015 with the Securities and Exchange Commission (the

Definitive Proxy Statement

), and summarized below.There was no solicitation in opposition to managements nominees as listed in its proxy statement and all such nominees were elected to the class of directors. There were no broker non-votes applicable to the proposals to come before the Annual Meeting.

The results of the voting for each of the proposals were as follows:

1.

Election of Directors:

For

Against

Broker

Non-Votes

Frank C. Ingriselli

25,211,156

155,639

0

David C. Crikelair

25,202,156

164,639

0

Elizabeth P. Smith

25,202,156

164,639

0

David Z. Steinberg

25,197,860

168,935

0

2

2.

To approve the issuance of up to 66,625,000 shares of common stock to Golden Globe Energy (US), LLC (and its assigns) upon conversion of our outstanding shares of Series A Convertible Preferred Stock:

For:

22,839,738

Against:

2,478,220

Abstain:

48,837

Broker Non-Votes

0

3.

To approve an amendment to the Companys 2012 Equity Incentive Plan, to increase by 3,000,000 the number of shares of common stock reserved for issuance under the plan:

For:

22,161,002

Against:

3,201,639

Abstain:

4,154

Broker Non-Votes

0

4.

Ratification of the appointment of GBH CPAs, PC, as the Companys independent auditors for the fiscal year ending December 31, 2015:

For:

25,138,919

Against:

122,750

Abstain:

105,126

5.

To approve...


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