Delaware | 001-34778 | 87-0287750 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
□ | 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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
1. | Company Proposal to Immediately Declassify the Board of Directors: Shareholders approved amendments to the Company's Amended and Restated Certificate of Incorporation (the "Certificate") to immediately declassify the Board. As described in the Proxy Statement, a vote to approve an amendment to the Certificate requires approval of at least 50% of the Company's common stock outstanding. Thus, this proposal passed with the following votes: |
Votes For | Votes Against | Abstentions | % For | Broker Non-Votes |
163,449,971 | 1,542,179 | 182,009 | 98.95% | 28,082,990 |
2. | Director Elections to Annual Terms: Because the Company's proposal to immediately declassify the Board of Directors passed, the shareholders voted to elect Phillips S. Baker, Jr., Julie A. Dill, Robert F. Heinemann, Michael J. Minarovic, M. W. Scoggins, Mary Shafer-Malicki, Charles B. Stanley and David A. Trice for terms expiring at the 2019 Annual Meeting of Shareholders with the following votes: |
Name | Votes For | Votes Withheld | % For |
Phillips S. Baker, Jr. | 127,731,516 | 37,442,643 | 77.33% |
Julie A. Dill | 163,443,115 | 1,731,044 | 98.95% |
Robert F. Heinemann | 162,021,476 | 3,152,683 | 98.09% |
Michael J. Minarovic | 163,630,359 | 1,543,800 | 99.06% |
M. W. Scoggins | 163,659,052 | 1,515,107 | 99.08% |
Mary Shafer-Malicki | 163,801,753 | 1,372,406 | 99.16% |
Charles B. Stanley | 161,237,370 | 3,936,789 | 97.61% |
David A. Trice | 161,394,394 | 3,779,765 | 97.71% |
3. | Director Elections to Staggered Terms: Because Proposal No. 1 to immediately declassify the Board of Directors passed, the results for Proposal 3, which would have elected directors to staggered terms, were not applicable. The vote totals for Proposal 3 were as follows: |
Name | Votes For | Votes Withheld | % For |
Phillips S. Baker, Jr. | 118,987,148 | 46,187,011 | 72.03% |
Julie A. Dill | 163,441,794 | 1,732,365 | 98.95% |
Robert F. Heinemann | 162,029,222 | 3,144,937 | 98.09% |
Michael J. Minarovic | 163,630,971 | 1,543,188 | 99.06% |
M. W. Scoggins | 163,662,441 | 1,511,718 | 99.08% |
Mary Shafer-Malicki | 163,802,731 | 1,371,428 | 99.16% |
Charles B. Stanley | 161,209,266 | 3,964,893 | 97.59% |
David A. Trice | 161,401,344 | 3,772,815 | 97.71% |
4. | Advisory Vote on Executive Compensation: Shareholders approved the advisory proposal regarding the compensation of the Company's named executive officers with the following votes: |
Votes For | Votes Against | Abstentions | % For | Broker Non-Votes |
140,263,604 | 24,499,801 | 410,754 | 84.91% | 28,082,990 |
5. | Approval of the QEP Resources, Inc. 2018 Long-Term Incentive Plan: Shareholders approved the QEP Resources, Inc. 2018 Long-Term Incentive Plan with the following votes: |
Votes For | Votes Against | Abstentions | % For | Broker Non-Votes |
157,859,721 | 7,154,123 | 160,315 | 95.57% | 28,082,990 |
6. | Ratification of Auditor: Shareholders ratified the selection of the firm PricewaterhouseCoopers LLP to serve as the independent auditors of the Company for 2018 with the following votes: |
Votes For | Votes Against | Abstentions | % For |
192,568,868 | 463,049 | 225,232 | 99.64% |
Item 9.01 | Financial Statements and Exhibits. |
QEP Resources, Inc. | ||
(Registrant) | ||
May 17, 2018 | ||
/s/ Richard J. Doleshek | ||
Richard J. Doleshek | ||
Executive Vice President and Chief Financial Officer |