Alabama | 63-0757759 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
605 Richard Arrington Jr. Boulevard North, Birmingham, Alabama | 35203-2707 | |
(Address of principal executive offices) | (Zip Code) |
ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |
(b) | In accordance with the Energen Corporation (“Energen”) director retirement policy set forth in our Corporate Governance Guidelines, T. Michael Goodrich resigned from the Energen Board of Directors effective May 3, 2017. |
ITEM 5.07 | Submission of Matters to a Vote of Security Holders | |
We held our Annual Meeting of shareholders on May 3, 2017. There were 97,187,767 shares of common stock eligible to be voted at the Annual Meeting and 89,796,553 shares were represented in person or by proxy. Shareholders voted on the following proposals: |
1. | Three nominees for Director were elected for three-year terms expiring 2020 as follows: | ||||
Kenneth W. Dewey | For | 80,684,652 | |||
Against | 2,355,220 | ||||
Abstain | 75,689 | ||||
Broker non-votes | 6,680,992 | ||||
M. James Gorrie | For | 80,694,924 | |||
Against | 2,335,255 | ||||
Abstain | 85,382 | ||||
Broker non-votes | 6,680,992 | ||||
James T. McManus, II | For | 79,757,669 | |||
Against | 3,244,634 | ||||
Abstain | 113,258 | ||||
Broker non-votes | 6,680,992 | ||||
One nominee for Director was elected for a one-year term expiring in 2018. | |||||
Laurence M. Downes | For | 80,890,898 | |||
Against | 2,134,139 | ||||
Abstain | 90,524 | ||||
Broker non-votes | 6,680,992 | ||||
2. | Proposal to ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accountants - approved. | ||||
For | 89,350,607 | ||||
Against | 330,636 | ||||
Abstain | 115,310 | ||||
Broker non-votes | 0 | ||||
3. | Advisory vote on executive compensation - approved | ||||
For | 79,580,632 | ||||
Against | 3,393,128 | ||||
Abstain | 141,801 | ||||
Broker non-votes | 6,680,992 | ||||
4. | Advisory vote on the frequency of advisory votes on executive compensation | ||||
1 year | 73,321,412 | ||||
2 years | 105,723 | ||||
3 years | 9,584,620 | ||||
Abstain | 103,806 | ||||
Broker non-votes | 6,680,992 | ||||
A majority of the shares voting on Proposal 4 voted in favor of an annual frequency for say-on-pay votes. Consistent with the Board’s prior recommendation and the advisory vote, the Board has approved an annual frequency for future say-on-pay votes. As a result, the Company expects that a say-on-pay vote will be held each year through 2023, when the next stockholder vote on the frequency of say-on-pay votes is required under the Exchange Act. |
May 3, 2017 | By /s/ J. David Woodruff | |
J. David Woodruff | ||
Vice President, General Counsel and Secretary of Energen Corporation |