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)
|
Yukon, Canada |
001-32179 | |
| (State or Other Jurisdiction of Incorporation or organization) |
(Commission File Number) |
|
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 14, 2016 | Name: Michael Hession | |
| Title: Chief Executive Officer | ||
-3-
InterOil Shareholders Overwhelmingly Re-elect All of InterOil's Director Nominees
SINGAPORE and PORT MORESBY, Papua New Guinea, June 14, 2016 /PRNewswire/ -- InterOil Corporation (NYSE: IOC; POMSoX: IOC) today announced that shareholders have overwhelmingly voted to re-elect all eight of InterOil's director nominees and rejected all of the dissident resolutions proposed by Phil Mulacek and certain of his associates at InterOil's Annual and Special Meeting of Shareholders (the "Meeting") held today. Each InterOil director nominee received at least 72% of the votes submitted at the Meeting or by proxy.
Commenting on the results, InterOil issued the following statement:
We appreciate the strong support that we have received from our shareholders throughout this process. The results of the Meeting underscore the recognition by our shareholders of the steps our Board and management team have taken to transform InterOil.
Approximately 70% of the outstanding InterOil common shares were represented at the Meeting. In addition to the election of the Corporation's nominees as directors, each of the other proposals presented by the Corporation at the Meeting was approved by shareholders, including the appointment of auditors, approval of a new incentive plan and the denial of Mulacek's expense reimbursement. The final tabulation for the voting results is presented below, including shares voted at the Meeting or by proxy.
Director Nominees | Shares Voted in Favor |
InterOil Nominee Christopher Finlayson | 25,074,897 |
InterOil Nominee Ford Nicholson | 25,077,279 |
InterOil Nominee Michael Hession | 25,081,569 |
InterOil Nominee Sir Rabbie Namaliu | 25,070,018 |
InterOil Nominee Sir Wilson Kamit | 25,051,994 |
InterOil Nominee (William) Ellis Armstrong | 25,069,626 |
InterOil Nominee Chee Keong Yap | 25,052,784 |
InterOil Nominee Isikeli Taureka | 25,066,424 |
Dissident Nominee Phil E. Mulacek | 8,165,875 |
Dissident Nominee David Lasco | 8,080,892 |
Dissident Nominee David Vance | 8,096,292 |
Dissident Nominee Henry Olen Overstreet | 8,071,300 |
Dissident Nominee George Cammon | 8,030,019 |
InterOil Proposals Presented at the Meeting | Shares Voted in Favor | Shares Voted Against |
InterOil New Plan Resolution | 22,399,736 | 12,236,275 |
InterOil Appointment of Auditors | 34,262,436 | 368,552 |
InterOil Mulacek Expenses Denial Resolution | 25,938,795 | 8,692,193 |
Dissident Resolutions Presented at the Meeting | Shares Voted in Favor | Shares Voted Against |
Dissident Director Election Resolution | 10,916,801 | 23,716,710 |
Dissident Compensation Committee Charter Resolution | 13,487,651 | 21,145,860 |
Dissident Nomination and Governance Committee Resolution | 10,911,169 | 23,722,342 |
Dissident Reserves Governance Committee Resolution | 10,893,756 | 23,739,755 |
Dissident Material Transactions Resolution | 10,832,624 | 23,800,887 |
Dissident Disclosure Policy Resolution | 10,944,283 | 23,689,228 |
The finalized election results will be filed on SEDAR and with the U.S. Securities and Exchange Commission.
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.