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 18, 2016

EXCO RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Texas	001-32743	74-1492779
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12377 Merit Drive Suite 1700, LB 82 Dallas, Texas	75251
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 368-2084

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))

Section 5 – Corporate Governance and Management

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

On May 18, 2016, each of Jeffrey D. Benjamin and Jeffrey S. Serota delivered a letter to EXCO Resources, Inc. (the “Company” or “EXCO”) stating that, based on being advised by the Company that a sufficient number of votes will be “withheld” from their elections such that they would be required to tender their resignations pursuant to the Company’s corporate governance guidelines, each of Messrs. Benjamin and Serota agreed, at the Company’s request, to refuse to stand for reelection as a director at EXCO’s 2016 Annual Meeting of Shareholders (the “Annual Meeting”). At the time Messrs. Benjamin and Serota delivered notice of their decisions not to stand for reelection, they were members of the audit, compensation and nominating and corporate governance committees of the Board of Directors, as well as members of EXCO’s recently formed three-member special committee of the Board of Directors.

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

Set forth below are the voting results from the Annual Meeting, which concluded on May 23, 2016:

1. Proposal to elect (i) B. James Ford, (ii) Samuel A. Mitchell, (iii) Wilbur L. Ross, Jr., (iv) Robert L. Stillwell and (v) C. John Wilder to the Company’s Board of Directors, each for a one-year term.

	Number of Shares
Nominees	For		Withheld		Broker Non- Votes
B. James Ford		182,039,663		7,467,444		70,495,223
Samuel A. Mitchell		182,846,288		6,660,819		70,495,223
Wilbur L. Ross, Jr.		174,269,833		15,237,274		70,495,223
Robert L. Stillwell		183,149,651		6,357,456		70,495,223
C. John Wilder		183,249,056		6,258,051		70,495,223

2. Advisory vote to approve executive compensation.

	Number of Shares
For		174,058,807
Against		14,790,639
Abstain		757,661
Broker Non-Votes		70,495,223

3. Proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm.

	Number of Shares
For		258,398,902
Against		1,167,526
Abstain		435,902

Each of the proposals acted upon by the Company’s shareholders at the Annual Meeting received a sufficient number of votes to be approved.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On May 19, 2016, the Company issued a press release announcing, among other things, the decisions of Messrs. Benjamin and Serota not to stand for reelection at the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 (including the information in Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release, dated May 19, 2016, issued by EXCO Resources, Inc.

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 hereunto duly authorized.

	EXCO RESOURCES, INC.
Date: May 24, 2016		By:	/s/ Justin Clarke
		Name:	Justin Clarke
		Title:	Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release, dated May 19, 2016, issued by EXCO Resources, Inc.

EX-99.1

Exhibit 99.1

           EXCO Resources, Inc. 12377 Merit Drive, Suite 1700, Dallas, Texas 75251 (214) 368-2084 Fax (972) 367-3559

EXCO Resources, Inc. Announces Adjournment of Annual Meeting

and Updated Slate of Directors for Election at the Annual Meeting

DALLAS, TEXAS, May 19, 2016…EXCO Resources, Inc. (NYSE: XCO) (“EXCO” or the “Company”) today announced that, in order to provide shareholders with additional time to review and consider the below information, EXCO has adjourned the 2016 Annual Meeting of Shareholders (the “Annual Meeting”) until 12:00 p.m., central time, on Monday, May 23, 2016 at EXCO’s headquarters, 12377 Merit Drive, Suite 1700, Dallas, TX 75251.

Based on being advised by EXCO that a sufficient number of votes will be “withheld” from their elections such that they would be required to tender their resignations pursuant to the Company’s corporate governance guidelines, each of Jeffrey D. Benjamin and Jeffrey S. Serota agreed, at the Company’s request, to refuse to stand for reelection as a director at EXCO’s 2016 Annual Meeting.

As a result, only five nominees will stand for election at the Annual Meeting and EXCO will only consider votes for the following director nominees:

1) B. James Ford;

2) Samuel A. Mitchell;

3) Wilbur L. Ross, Jr.;

4) Robert L. Stillwell; and

5) C. John Wilder.

The record date for the Annual Meeting has not changed. EXCO shareholders who have already voted and who do not wish to change their vote do not need to recast their votes or take any action. EXCO shareholders who wish to submit or change their vote should review the voting procedures in EXCO’s proxy statement. EXCO shareholders who have questions concerning the Annual Meeting, how to vote their shares or how to change their vote should contact EXCO’s proxy solicitor, D.F. King & Co., Inc., toll-free at (866) 745-0270.

About EXCO

EXCO Resources, Inc. is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region.

Additional information about EXCO Resources, Inc. may be obtained by contacting Chris Peracchi, EXCO’s Vice President of Finance and Investor Relations, and Treasurer, at EXCO’s headquarters, 12377 Merit Drive, Suite 1700, Dallas, TX 75251, telephone number (214) 368-2084, or by visiting EXCO’s website at www.excoresources.com. EXCO’s Securities and Exchange Commission (“SEC”) filings and press releases can be found under the Investor Relations tab.

Forward-Looking Statements

This release may contain forward-looking statements relating to future financial results, business expectations, and strategic and financial alternatives and other business transactions. Actual results may differ materially from those predicted as a result of factors over which EXCO has no control. Such factors include, but are not limited to: EXCO’s ability to implement or execute on any strategic or financial alternatives, adjust its capital structure, or increase its liquidity; the continued volatility of or depressed prices in the oil and gas markets; the estimates of reserves; commodity price changes; regulatory changes; and general economic conditions. These and other risk factors are included in EXCO’s reports on file with the SEC. Except as required by applicable law, EXCO undertakes no obligation to publicly update or revise any forward-looking statements.