8-K

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 22, 2014

HALCÓN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-35467	20-0700684
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Louisiana St., Suite 6700 Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (832) 538-0300

(Former name or former address, if changed since last report)

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 (see General Instruction A.2):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the annual meeting of stockholders of the Company held on May 22, 2014, the Company’s stockholders approved an amendment to Article Four of the Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized common stock by 670,000,000 shares to a total of 1,340,000,000 shares.  The Certificate of Amendment was filed with the Secretary of State of Delaware on May 22, 2014 and was effective upon filing.  A copy of the Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

An annual meeting of stockholders of the Company was held on May 22, 2014 in Houston, Texas for the purpose of voting on three proposals.

The first proposal was the election of four individuals to serve as Class A directors of the Company for three year terms expiring in 2017. The four directors elected and the tabulation of votes for each were:

Proposal 1 –Nominees for Directors	Votes For	Withheld	Broker Non-Votes
James W. Christmas	260,828,737	1,280,298	112,110,024
Thomas R. Fuller	260,857,898	1,251,137	112,110,024
David B. Miller	227,213,826	34,895,209	112,110,024
Michael A. Vlasic	260,940,087	1,168,948	112,110,024

The Company’s continuing directors after the meeting include Floyd C. Wilson, Tucker S. Bridwell, Kevin E. Godwin, David S. Hunt, James L. Irish III, David A. Rioux, Stephen P. Smiley and Mark A. Welsh IV.

The second proposal was the approval of an amendment to Article Four of the Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized common stock by 670,000,000 shares to a total of 1,340,000,000 shares. The votes on the proposal were:

Proposal 5	Votes For	Votes Against	Broker Non-Votes	Abstentions
Approval of amendment to Amended and Restated Certificate of Incorporation	340,270,112	32,027,387	112,110,024	1,921,560

The third proposal was the ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the Company’s independent registered public accountants for the fiscal year ending December 31, 2014. The votes on the proposal were:

Proposal 3	Votes For	Votes Against	Abstentions
Ratification of Deloitte & Touche LLP	371,295,039	1,813,691	1,110,329

Item 9.01Financial Statements and Exhibits.

(d)Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit No.	Description
3.1	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Halcón Resources Corporation dated May 22, 2014.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HALCÓN RESOURCES CORPORATION
May 27, 2014	By:	/s/ Mark J. Mize
	Name:	Mark J. Mize
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Halcón Resources Corporation dated May 22, 2014.

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HALCÓN RESOURCES CORPORATION

Pursuant to Section 242 of the

Delaware General Corporation Law

Halcón Resources Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chairman and Chief Executive Officer, hereby certifies as follows:

1.The name of the Corporation is “Halcón Resources Corporation”.

2.Article Fourth of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read in full as provided in the following indented paragraphs:

“FOURTH:  The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,341,000,000, of which 1,340,000,000 shares shall be Common Stock of the par value of $.0001 per share and 1,000,000 shares shall be Preferred Stock of the par value of $.0001 per share.

A.Preferred Stock.  The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the GCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any

series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

B.Common Stock.  Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.”

3.This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware.

4.The board of directors of the Corporation duly adopted this Certificate of Amendment and declared said amendment to be advisable and in the best interests of the Corporation and its stockholders, all in accordance with Sections 141 and 242 of the Delaware General Corporation Law.

5.This Certificate of Amendment was duly adopted by the affirmative vote of holders of a majority of all of the Corporation’s outstanding common stock entitled to vote in accordance with the provisions of Sections 228 and 242 of the Delaware General Corporation Law.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, this Certificate of Amendment has been executed on behalf of the Corporation by its Chairman and Chief Executive Officer, this 22nd day of May, 2014.

HALCÓN RESOURCES CORPORATION
By:	/s/ Floyd C. Wilson
	Floyd C. Wilson
	Chairman and Chief Executive Officer

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