8-K 1 a2019q1pr8-k.htm 8-K Document
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 (Date of earliest event reported): May 7, 2019

 
JAGGED PEAK ENERGY INC.
(Exact name of registrant as specified in its charter)
 

Delaware
(State or other jurisdiction of
incorporation or organization)
001-37995
(Commission
File Number)
81-3943703
(I.R.S. Employer
Identification Number)

1401 Lawrence St., Suite 1800
Denver, Colorado 80202

(720) 215-3700
(Registrant’s telephone number, including area code)
 

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:

¨
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))

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.  ¨

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Ticker Symbol
 
Name of each exchange on which registered
Common stock, par value $0.01 per share
 
JAG
 
New York Stock Exchange

 





Item 2.02
Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02.

On May 9, 2019, Jagged Peak Energy Inc. (the "Company") issued a press release announcing its operating and financial results for the first quarter ended March 31, 2019. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference herein.

The information in this Current Report on Form 8-K, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.

On May 7, 2019, the Company held its annual meeting of stockholders in Houston, Texas (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders were requested to: (i) elect three Class II directors to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2022 annual meeting of stockholders and until they are either re-elected or their successors are duly elected and qualified, (ii) to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers, and (iii) to approve, on a non-binding advisory basis, the frequency (every one, two, or three years) of future advisory votes on the compensation of the Company's named executive officers. The final voting results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2019, are as follows:

1.
Each Class II director that was up for re-election was elected to a term of three years to expire at the Company’s 2022 annual meeting of stockholders and until he is either re-elected or his successor is duly elected and qualified. Votes regarding the election of these directors were as follows:
Director
 
For
 
Withheld
James J. Kleckner
 
192,445,548
 
11,350,854
Michael C. Linn
 
177,238,990
 
26,557,412
Dheeraj Verma
 
190,489,313
 
13,307,089

2.
The compensation of the Company's named executive officers was approved on a non-binding advisory basis. The voting results were as follows:
For
 
Against
 
Abstain
203,468,905
 
306,209
 
21,288

3.
The frequency of future advisory votes on the compensation of the Company's named executive officers was approved as every one year on a non-binding advisory basis. The voting results were as follows:
One Year
 
Two Years
 
Three Years
 
Abstain
203,402,506
 
35,968
 
321,814
 
36,114

With respect to Proposal 3 and after consideration of the advisory vote of the Company's stockholders at the Annual Meeting, the Company’s Board of Directors has determined to hold the advisory stockholder vote on the compensation of the Company’s named executive officers on an annual basis.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
 
Description
 
 
99.1
 
 
 



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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.
 
 
 
JAGGED PEAK ENERGY INC.
 
 
 
 
 
 
 
 
 
 
 
Date:
May 9, 2019
 
 
 
 
 
 
 
 
 
 
By:
/s/ Christopher I. Humber
 
 
 
Name:
Christopher I. Humber
 
 
 
Title:
Executive Vice President, General Counsel & Secretary
 



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