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 1, 2024

 ____________________________________________________________________

CHORD ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________________________________________

 

Delaware	001-34776	80-0554627
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

1001 Fannin Street, Suite 1500
Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 404-9500

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CHRD	The Nasdaq Stock Market LLC

Indicate by check mark 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).

Emerging growth company ☐

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.

The Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on May 1, 2024. At the Annual Meeting, the Company’s shareholders were requested to: (1) elect nine directors to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2025 Annual Meeting of Shareholders; (2) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 19, 2024 (the “Definitive Proxy Statement”); and (3) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.

The following are the final voting results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Definitive Proxy Statement:

1.Each of the directors that were up for election was elected for a term of one year. Votes regarding the election of these directors were as follows:

NOMINEE	VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
Douglas E. Brooks	37,117,565	48,126	18,026	1,898,022
Daniel E. Brown	37,129,775	36,843	17,099	1,898,022
Susan M. Cunningham	36,888,103	277,422	18,192	1,898,022
Samantha F. Holroyd	32,506,502	4,659,172	18,043	1,898,022
Paul J. Korus	37,083,550	82,220	17,947	1,898,022
Kevin S. McCarthy	36,980,144	186,219	17,354	1,898,022
Anne Taylor	36,646,529	519,121	18,067	1,898,022
Cynthia L. Walker	36,945,901	219,776	18,040	1,898,022
Marguerite N. Woung-Chapman	36,826,741	338,909	18,067	1,898,022

2.The Board proposal seeking approval, on an advisory basis, of the compensation of the Company’s executive officers was approved. The voting results were as follows:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
35,790,610	1,291,062	102,045	1,898,022

3.PricewaterhouseCoopers LLP was ratified as the Company’s independent registered public accounting firm for 2024. The voting results were as follows:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
38,717,739	314,886	49,114

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
104	Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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.

 

	CHORD ENERGY CORPORATION (Registrant)
Date: May 3, 2024	By:	/s/ Shannon B. Kinney
		Shannon B. Kinney
		Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

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Cover Page	Apr. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 01, 2024
Entity Registrant Name	CHORD ENERGY CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34776
Entity Tax Identification Number	80-0554627
Entity Address, Address Line One	1001 Fannin Street
Entity Address, Address Line Two	Suite 1500
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	281
Local Phone Number	404-9500
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CHRD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001486159
Amendment Flag	false