UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Continental Resources, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 19, 2022. At the meeting, the Company’s shareholders were requested to:
| • | elect seven members to the Company’s Board of Directors to serve until the Annual Meeting of Shareholders in 2023; |
| • | approve the Company’s 2022 Long-Term Incentive Plan; |
| • | ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and |
| • | approve, by a non-binding vote, the compensation of the named executive officers. |
Each of these items is more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 7, 2022. The certified results of the matters voted upon at the Annual Meeting are as follows:
Proposal No. 1 – Election of directors: The election of each director required the affirmative vote of a plurality of the votes cast at the Annual Meeting. The shareholders elected the following nominees:
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| William B. Berry |
315,678,668 | 1,347,956 | 17,530,921 | |||||||||
| Harold G. Hamm |
299,207,605 | 17,819,019 | 17,530,921 | |||||||||
| Shelly Lambertz |
299,514,807 | 17,511,817 | 17,530,921 | |||||||||
| Lon McCain |
310,116,791 | 6,909,833 | 17,530,921 | |||||||||
| John T. McNabb, II |
308,993,893 | 8,032,731 | 17,530,921 | |||||||||
| Mark E. Monroe |
299,728,099 | 17,298,525 | 17,530,921 | |||||||||
| Timothy G. Taylor |
315,753,846 | 1,272,778 | 17,530,921 | |||||||||
Proposal No. 2 – Approval of 2022 Long-Term Incentive Plan: The approval of the 2022 Long-Term Incentive Plan required an affirmative vote from the majority of shares present and entitled to vote either in person or by proxy on this matter at the Annual Meeting. The shareholders approved the 2022 Long-Term Incentive Plan. The voting results are as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 306,542,330 |
10,408,328 | 75,966 | 17,530,921 |
Proposal No. 3 – Ratification of selection of independent registered public accounting firm: The ratification of the selection of Grant Thornton LLP required an affirmative vote from the majority of shares present and entitled to vote either in person or by proxy on this matter at the Annual Meeting. The shareholders approved the ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results are as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 333,967,112 |
538,509 | 51,924 | 0 |
Proposal No. 3 – Approve, by non-binding vote, the compensation of the named executive officers: The approval, by a non-binding vote, of the compensation of the named executive officers required an affirmative vote from the majority of shares present and entitled to vote either in person or by proxy on this matter at the Annual Meeting. The shareholders approved, on a non-binding basis, the compensation of the named executive officers. The voting results are as follows:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 306,302,849 |
10,604,019 | 119,756 | 17,530,921 |
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 hereunto duly authorized.
| CONTINENTAL RESOURCES, INC. | ||||
| (Registrant) | ||||
| Dated: May 20, 2022 | ||||
| By: | /s/ James R. Webb | |||
| James R. Webb | ||||
| Senior Vice President, General Counsel, Chief Risk Officer & Secretary | ||||