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
May 10, 2018
(Date of earliest event reported)
_______________________________________
Callon Petroleum Company
(Exact name of registrant as specified in its charter)
Delaware | 001-14039 | 64-0844345 |
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
incorporation or organization) | Identification Number) | |
200 North Canal St.
Natchez, Mississippi 39120
(Address of principal executive offices, including zip code)
(601) 442-1601
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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).
o 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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
Callon Petroleum Company (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”) on May 10, 2018. At the Annual Meeting, shareholders:
(a) | Elected three Class III directors to serve on the Board of Directors, each for three years (Proposal #1); |
(b) | Approved, on an advisory (non-binding) basis, the compensation of our named executive officers (Proposal #2); |
(c) | Approved the Company’s 2018 Omnibus Incentive Plan (Proposal #3); and |
(d) | Ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018 (Proposal #4). |
For additional information on these proposals, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2018.
Proposal 1 – Election of Class III Directors.
Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes | |||
Barbara J. Faulkenberry | 176,601,664 | 1,143,786 | 9,776,734 | |||
L. Richard Flury | 174,590,756 | 3,154,694 | 9,776,734 | |||
Joseph C. Gatto, Jr. | 176,738,658 | 1,006,792 | 9,776,734 | |||
Proposal 2 – Approval, in an advisory (non-binding) vote, of the Company’s Compensation for Named Executive Officers.
Votes Cast For | Votes Cast Against | Votes Abstained | Broker Non-Votes | |||
170,751,209 | 6,952,470 | 141,771 | 9,776,734 | |||
Proposal 3 – Approval of the 2018 Omnibus Incentive Plan.
Votes Cast For | Votes Cast Against | Votes Abstained | Broker Non-Votes | |||
167,935,646 | 9,700,225 | 109,578 | 9,776,735 | |||
Proposal 4 – Ratification of Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2018.
Votes Cast For | Votes Cast Against | Votes Abstained | Broker Non-Votes | |||
187,389,232 | 39,690 | 93,262 | — | |||
Item 8.01 Other Events.
On May 14, 2018, the Company issued a press release announcing the election of directors voting results from the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number | Title of Document | |
99.1 | ||
SIGNATURES
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.
Callon Petroleum Company | |||
(Registrant) | |||
May 14, 2018 | /s/ James P. Ulm, II | ||
James P. Ulm, II | |||
Senior Vice President and Chief Financial Officer | |||