8-K 1 a15-13976_18k.htm 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): June 12, 2015

 

Legacy Reserves LP

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-33249

 

16-1751069

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

303 W. Wall, Suite 1800
Midland, Texas

 

79701

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (432) 689-5200

 

NOT APPLICABLE

(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:

 

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

 

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

 

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

 

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

 

 

 



 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As described in Item 5.07 below, at Legacy Reserves LP’s (the “Partnership”) 2015 annual meeting of unitholders (the “Annual Meeting”), unitholders approved an amendment to the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan (the “LTIP”) providing for an increase in the number of units available for issuance thereunder from 2,000,000 to 5,000,000 units. A detailed summary of the material terms of the amendment to the LTIP appears beginning on page 13 of the Partnership’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 20, 2015.  The foregoing description is qualified in its entirety by reference to the text of the amendment to the LTIP, which is filed herewith as Exhibit 10.1.

 

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

 

The Annual Meeting was convened and subsequently adjourned on Wednesday, May 13, 2015 with respect to all proposals submitted for vote.  The Annual Meeting was reconvened on Friday, June 12, 2015, and three items were submitted to unitholders for vote: (i) the election of eight nominees to serve on the board of directors of Legacy Reserves GP, LLC, our general partner (the “Board”), during 2015 and until our next annual meeting, (ii) the approval of an amendment to the LTIP (providing for an increase in the number of units available for issuance thereunder) and (iii) the ratification of the appointment of BDO USA, LLP as independent registered public accounting firm of the Partnership for the fiscal year ending December 31, 2015.  There were no solicitations in opposition to the Board’s solicitations.  Out of a total of 69,207,903 units outstanding and entitled to vote, 63,068,040 units (91.13%) were present at the meeting in person or by proxy.

 

Election of Directors

 

There were eight nominees for election to serve as directors of our general partner. Each of the nominees for election to the Board was a director of our general partner at the time of the Annual Meeting. The final results of the voting with respect to each nominee to the board were as follows:

 

Nominee

 

For

 

Withheld

 

Broker Non-
Votes

 

Cary D. Brown

 

26,975,402

 

10,292,451

 

25,800,187

 

Kyle A. McGraw

 

27,044,244

 

10,223,609

 

25,800,187

 

Dale A. Brown

 

26,956,377

 

10,311,476

 

25,800,187

 

G. Larry Lawrence

 

36,579,743

 

688,110

 

25,800,187

 

William D. Sullivan

 

36,594,311

 

673,542

 

25,800,187

 

William R. Granberry

 

36,502,292

 

765,561

 

25,800,187

 

Kyle D. Vann

 

36,576,401

 

691,452

 

25,800,187

 

Paul T. Horne

 

27,047,005

 

10,220,053

 

25,800,187

 

 

Approval of the Amendment to the LTIP

 

The final results of the voting with respect to the approval of an amendment to the LTIP (providing for an increase in the number of units available for issuance thereunder) were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

35,271,225

 

1,663,885

 

332,743

 

25,800,187

 

Ratification of the Appointment of BDO USA, LLP as our Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2015

 

The final results of the voting with respect to the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015 were as follows:

 

2



 

For

 

Against

 

Abstain

61,921,548

 

840,279

 

306,213

 

Item 9.01  Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit Number

 

Description

 

 

 

10.1

 

Amendment No. 1 to the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan, dated June 12, 2015.

 

3



 

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.

 

 

LEGACY RESERVES LP

 

 

 

 

By:

Legacy Reserves GP, LLC,

 

 

its general partner

 

 

 

 

 

 

Dated: June 12, 2015

By:

/s/ Dan G. LeRoy

 

 

Dan G. LeRoy

 

 

Vice President, General Counsel and Secretary

 

4



 

Exhibit Number

 

Description

 

 

 

10.1

 

Amendment No. 1 to the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan, dated June 12, 2015.

 

5