0000023194-16-000053.txt : 20160527 0000023194-16-000053.hdr.sgml : 20160527 20160527102026 ACCESSION NUMBER: 0000023194-16-000053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160526 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160527 DATE AS OF CHANGE: 20160527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMSTOCK RESOURCES INC CENTRAL INDEX KEY: 0000023194 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941667468 STATE OF INCORPORATION: NV FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03262 FILM NUMBER: 161680485 BUSINESS ADDRESS: STREET 1: 5300 TOWN AND COUNTRY BLVD STREET 2: STE 500 CITY: FRISCO STATE: TX ZIP: 75034 BUSINESS PHONE: 9726688800 MAIL ADDRESS: STREET 1: 5300 TOWN AND COUNTRY BLVD STREET 2: STE 500 CITY: FRISCO STATE: TX ZIP: 75034 FORMER COMPANY: FORMER CONFORMED NAME: COMSTOCK TUNNEL & DRAINAGE CO DATE OF NAME CHANGE: 19880121 8-K 1 form8kmay262016.htm COMSTOCK RESOURCES, INC. FORM 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 26, 2016

COMSTOCK RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)


STATE OF NEVADA
001-03262
94-1667468
(State or other
jurisdiction incorporation)
 
(Commission File Number)
(I.R.S. Employer
Identification Number)

5300 Town and Country Boulevard
Suite 500
Frisco, Texas 75034
(Address of principal executive offices)

(972) 668-8800
(Registrant's Telephone No.)

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:
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))
 
 
 
 
 
 
 
 
 
 
 
 



Item 5.07 Submission of Matters to a Vote of Security Holders
   The Company held its 2016 Annual Meeting of Stockholders on May 26, 2016.  The following proposals were submitted to the holders of the Company's common stock for a vote:
 
1.
 
The election of five nominees to the Board of Directors;
 
 
2. 
 
An Amendment to the Company's Restated Articles of Incorporation to increase the number of authorized shares of common stock from 75,000,000 shares to 250,000,000 shares;
       
 
3.
 
The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016; and
 
 
4.
 
To approve, on an advisory basis, the Company's 2015 compensation of its named executive officers.
     
   43,652,621 shares of the Company's common stock were represented at the meeting or 82% of the Company's voting capital stock.  20,433,879 of the 43,652,621 shares were broker non-votes and were only included in the results on proposals 2 and 3.
   The results of such votes were as follows:
 
 
1.
 
The following votes were cast in the election of the three nominees to the Board of Directors:

Name of Nominee
 
Number of Votes
Voted For
 
Number of Votes
Withheld
 
Total
             
Roland O. Burns
 
22,145,235
 
1,073,507
 
23,218,742
Elizabeth B. Davis
 
22,121,753
 
1,096,989
 
23,218,742
David K. Lockett
 
22,136,275
 
1,082,467
 
23,218,742
Cecil E. Martin
 
22,091,032
 
1,127,710
 
23,218,742
Frederic D. Sewell
 
22,094,304
 
1,124,438
 
23,218,742
 
 
 
2.
 
The following votes were cast in the proposal to amend the Restated Articles of Incorporation to increase the number of authorized shares of common stock from 75,000,000 shares to 250,000,000 shares:

Number of Votes
Voted For
 
Number of Votes
Voted Against
 
Number of Votes
Abstaining
 
Total
             
28,474,118
 
14,501,158
 
677,345
 
43,652,621
             
 
 
 
 
 

 

 
3.
 
The following votes were cast in the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016:

Number of Votes
Voted For
 
Number of Votes
Voted Against
 
Number of Votes
Abstaining
 
Total
             
42,835,612
 
425,898
 
391,111
 
43,652,621
             

 
4.
 
The following votes were cast in the advisory vote on executive compensation:

Number of Votes
Voted For
 
Number of Votes
Voted Against
 
Number of Votes
Abstaining
 
Total
             
20,887,639
 
2,196,814
 
134,289
 
23,218,742



SIGNATURES

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

   
COMSTOCK RESOURCES, INC.
     
     
Dated: May 27, 2016
By:
/s/ ROLAND O. BURNS
   
Roland O. Burns
   
President and Chief Financial Officer