0001528129-17-000079.txt : 20170511 0001528129-17-000079.hdr.sgml : 20170511 20170511131402 ACCESSION NUMBER: 0001528129-17-000079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170511 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170511 DATE AS OF CHANGE: 20170511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Laredo Petroleum, Inc. CENTRAL INDEX KEY: 0001528129 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 453007926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 17833428 BUSINESS ADDRESS: STREET 1: 15 W. SIXTH STREET STREET 2: SUITE 900 CITY: TULSA STATE: OK ZIP: 74119 BUSINESS PHONE: 918-513-4570 MAIL ADDRESS: STREET 1: 15 W. SIXTH STREET STREET 2: SUITE 900 CITY: TULSA STATE: OK ZIP: 74119 FORMER COMPANY: FORMER CONFORMED NAME: Laredo Petroleum Holdings, Inc. DATE OF NAME CHANGE: 20110816 8-K 1 a2017am8k.htm 8-K Document


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 11, 2017 (May 10, 2017)
 
LAREDO PETROLEUM, INC.
(Exact name of registrant as specified in charter)
 
Delaware
 
001-35380
 
45-3007926
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
15 W. Sixth Street, Suite 900, Tulsa, Oklahoma
 
74119
(Address of principal executive offices)
 
(Zip code)
 
Registrant’s telephone number, including area code: (918) 513-4570
 
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))
 
 
 
 
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 o
 
 
 
 
 
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. o






Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
Laredo Petroleum, Inc. (the "Company") held its 2017 Annual Meeting of Stockholders (the "Annual Meeting") on May 10, 2017. At the Annual Meeting, the Company's stockholders were requested to: (1) elect Randy A. Foutch, Peter R. Kagan and Edmund P. Segner, III (the "Class I directors") to serve on the Company's Board of Directors (the "Board") for terms of office expiring at the Company's 2020 Annual Meeting of Stockholders and thereafter until his successor is elected and qualified or his earlier resignation or removal, and elect Dr. Myles W. Scoggins (the "Class II director") to serve on the Board for a term of office expiring at the Company's 2018 Annual Meeting of Stockholders and thereafter until his successor is elected and qualified or his earlier resignation or removal; (2) ratify the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017; and (3) approve an advisory (non-binding) resolution regarding the compensation of the Company's named executive officers. As of March 13, 2017, the record date for the Annual Meeting, there were 242,584,430 shares of common stock outstanding and entitled to vote at the Annual Meeting and a total of 225,864,721 (approximately 93.10%) were represented in person or by proxy at the Annual Meeting, constituting a quorum. 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 Company's proxy statement filed on March 21, 2017:

1. Each of the Class I directors were elected to the Board to serve a three-year term expiring at the Company's 2020 Annual Meeting of Stockholders and thereafter until his successor is elected and qualified or his earlier resignation or removal, and the Class II director was elected to serve a one-year term expiring at the Company's 2018 Annual Meeting of Stockholders and thereafter until his successor is elected and qualified or his earlier resignation or removal. Votes regarding the election of these directors were as follows:
NOMINEE
 
VOTES FOR
 
WITHHELD
 
BROKER NON-VOTES
Randy A. Foutch
 
211,736,844

 
2,557,592

 
11,570,285

Peter R. Kagan
 
209,186,366

 
5,108,070

 
11,570,285

Edmund P. Segner, III
 
211,603,480

 
2,690,956

 
11,570,285

Dr. Myles W. Scoggins
 
210,487,765

 
3,806,671

 
11,570,285


2. Grant Thornton LLP was ratified as the Company's independent registered public accounting firm for the year ending December 31, 2017. The voting results were as follows:
VOTES FOR
 
VOTES AGAINST
 
VOTES ABSTAINED
 
BROKER NON-VOTES
225,273,845

 
378,060

 
212,816

 
0

3. The voting results for the advisory (non-binding) resolution regarding the compensation of the Company's named executive officers were as follows:
VOTES FOR
 
VOTES AGAINST
 
VOTES ABSTAINED
 
BROKER NON-VOTES
178,433,748

 
35,735,734

 
124,954

 
11,570,285







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 hereunto duly authorized.
 
 
 
LAREDO PETROLEUM, INC.
 
 
 
 
 
 
Dated: May 11, 2017
By:
/s/ KENNETH E. DORNBLASER
 
 
Kenneth E. Dornblaser
 
 
Senior Vice President & General Counsel