UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to
Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of June 2016
INTEROIL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Yukon, Canada |
001-32179 | |
| (State or Other Jurisdiction of Incorporation or organization) |
(Commission File Number) |
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163 Pengang Road #06-02 Winsland House II Singapore |
238463 |
| (Address of Principal Executive Offices) | (Zip code) |
+65 6507-0222
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.:
Form 20-F ¨ Form 40-F x
| ¨ | Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): |
| ¨ | Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): |
| ¨ | Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
INTEROIL CORPORATION
FORM 6-K FOR THE MONTH OF JUNE 2016
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | InterOil Media Release |
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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, thereunto duly authorized.
| INTEROIL CORPORATION | ||
| By: | /s/ Michael Hession | |
| Date: June 3, 2016 | Name: Michael Hession | |
| Title: Chief Executive Officer | ||
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Leading Proxy Advisory Firm Glass Lewis Joins ISS and Egan Jones in Recommending InterOil Shareholders Vote the WHITE Proxy
SINGAPORE and PORT MORESBY, Papua New Guinea, June 3, 2016 /PRNewswire/ -- InterOil Corporation (NYSE: IOC; POMSoX: IOC) today announced that leading independent proxy advisory firm Glass Lewis & Co. ("Glass Lewis") has joined Institutional Shareholder Services (ISS) and Egan Jones Proxy Services ("Egan Jones") in recommending that InterOil shareholders vote "FOR" InterOil's director nominees by voting on the WHITE proxy card at the Corporation's Annual and Special Meeting of Shareholders (the "Meeting") to be held on June 14, 2016.
In supporting InterOil's current Board, Glass Lewis recommended shareholders reject Mulacek's dissident resolutions and director nominees given that Mulacek:
"[F]ailed to make a convincing case that change to the composition of the board is warranted at this time, including failing to provide sufficient evidence of mismanagement and failing to offer a credible plan to improve performance."[1]
Additionally, in its June 1, 2016 report, Glass Lewis stated:
In recommending that shareholders vote with the InterOil Board, Glass Lewis described some of Mulacek's arguments as "somewhat dubious" and his resolutions as "overly restrictive" and "strict and inflexible".
Commenting on the Glass Lewis report, InterOil said:
"The unanimous recommendations from ALL THREE proxy advisory firms to vote on the WHITE proxy FOR ALL of InterOil's highly qualified director nominees underscores our belief that we have the right Board in place, with the right mix of experience and expertise, to further the interests of all InterOil shareholders.
"Glass Lewis - along with ISS and Egan Jones - recognizes that since Mr. Mulacek's departure from the Corporation, the Board and management team have transformed InterOil by taking decisive action to monetize the value of the Corporation's assets, including through executing favorable transactions.
"We strongly urge shareholders to follow the recommendations of Glass Lewis and the other leading proxy advisory firms and protect the value of their investment by voting today on the WHITE proxy as recommended by the Board and to reject Mulacek's agenda and to discard any proxy materials they may receive from Mulacek."
InterOil shareholders of record at the close of business on April 25, 2016 are entitled to vote at the Meeting. All proxies must be received before 8:00 PM ET on June 10, 2016. Shareholders who have voted on the blue proxy and wish to change their vote may do so by submitting a later-dated WHITE proxy or following the instructions on their proxy card.
For more information, please visit the special Annual Meeting section of the Corporation's website at www.interoil.com/agm2016.
[1] Permission to use quotations neither sought nor obtained. |
About InterOil
InterOil Corporation is an independent oil and gas business with a sole focus on Papua New Guinea. InterOil's assets include one of Asia's largest undeveloped gas fields, Elk-Antelope, in the Gulf Province, and exploration licenses covering about 16,000sqkm. Its main offices are in Singapore and Port Moresby. InterOil is listed on the New York and Port Moresby stock exchanges.
Investor Contacts
Singapore | Singapore | United States |
Michael Lynn Senior Vice President Investor Relations | David Wu Vice President Investor Relations | Cynthia Black Investor Relations North America |
T: +65 6507 0222 E: michael.lynn@interoil.com | T: +65 6507 0222 E: david.wu@interoil.com | T: +1 212 653 9778 E: cynthia.black@interoil.com |
Media Contacts
Singapore | United States |
Ann Lee Communications Specialist | James Golden/ Aaron Palash Joele Frank, Wilkinson Brimmer Katcher |
T: +65 6507 0222 E: ann.lee@interoil.com | T: +1 212 355 4449 E: ioc-jf@joelefrank.com |
Forward Looking Statements
This release includes "forward-looking statements". All statements, other than statements of historical facts, included in this release are forward-looking statements. These statements are based on the current belief of InterOil, as well as assumptions made by, and information currently available to InterOil. No assurances can be given however, that these events will occur. Actual results could differ, and the difference may be material and adverse to the combined company and its shareholders. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of InterOil, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include in particular information and statements relating to InterOil's agreement with Oil Search and the ability to realize the anticipated benefits and the other risk factors discussed in InterOil's publicly available filings, including but not limited to those in InterOil's annual report for the year ended December 31, 2015 on Form 40-F and its Annual Information Form for the year ended December 31, 2015. InterOil disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable laws.
THE BOARD AND MANAGEMENT OF INTEROIL CORPORATION UNANIMOUSLY RECOMMEND VOTING ONLY THE ENCLOSED WHITE PROXY FORM:
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AGAINST |
| EACH of the DISSIDENT RESOLUTIONS |
FOR |
| The Election of ALL OF the INTEROIL NOMINEES TO THE BOARD |
FOR |
| THE APPROVAL OF THE 2016 STOCK INCENTIVE PLAN |
FOR |
| THE APPOINTMENT OF Pricewaterhousecoopers, chartered accountants as our auditors |
FOR |
| THE rejection OF THE mulacek expenses |
YOUR WHITE PROXY MUST BE RECEIVED BY COMPUTERSHARE INVESTOR SERVICES INC. OR MACKENZIE PARTNERS, INC. BEFORE 8:00 P.M. (EASTERN TIME) ON JUNE 10, 2016. | ||
If you have any questions, require assistance with
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MACKENZIE PARTNERS, INC. |
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105 Madison Avenue
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iocproxy@mackenziepartners.com
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