(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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by checkmark 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) | |
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. | ☐ |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
1. | Director Elections to Annual Terms: Shareholders voted to elect Phillips S. Baker, Jr., Timothy J. Cutt, Julie A. Dill, Joseph N. Jaggers, Michael J. Minarovic, Mary Shafer-Malicki and Barth E. Whitham for one-year terms expiring at the 2021 Annual Meeting of Shareholders with the following votes: |
Name of Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
Phillips S. Baker, Jr. | 175,805,258 | 3,309,750 | 676,183 | 27,999,706 |
Timothy J. Cutt | 176,908,392 | 2,196,586 | 686,213 | 27,999,706 |
Julie A. Dill | 175,719,486 | 3,357,157 | 714,548 | 27,999,706 |
Joseph N. Jaggers | 177,148,063 | 1,894,710 | 748,418 | 27,999,706 |
Michael J. Minarovic | 173,913,299 | 5,135,212 | 742,680 | 27,999,706 |
Mary Shafer-Malicki | 174,963,532 | 4,086,526 | 741,133 | 27,999,706 |
Barth E. Whitham | 176,434,171 | 2,404,814 | 952,206 | 27,999,706 |
2. | Advisory Vote on Executive Compensation: Shareholders did approve the advisory proposal regarding compensation of the Company's named executive officers with the following votes: |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
150,701,012 | 28,107,963 | 982,216 | 27,999,706 |
3. | Ratification of the Auditor: Shareholders ratified the appointment of Deloitte & Touche, LLP to serve as the Company's independent registered public accounting firm for the year ended December 31, 2020 with the following votes: |
Votes For | Votes Against | Abstentions |
205,748,730 | 1,123,215 | 918,952 |
4. | Company Proposal to Amend the Certificate of Incorporation: Shareholders approved a Company proposal to amend the Company's Amended and Registered Certificate of Incorporation to effect, at the discretion of the Board of Directors, a reverse split of the Company's common stock and a proportionate reduction of the number of authorized shares of the Company's common stock with the following votes: |
Votes For | Votes Against | Abstentions |
203,155,889 | 3,826,641 | 808,367 |
QEP Resources, Inc. | ||
(Registrant) | ||
May 14, 2020 | ||
/s/ Timothy J. Cutt | ||
Timothy J. Cutt | ||
President and Chief Executive Officer | ||