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: May 14, 2015 (May 13, 2015)
(Date of Earliest Event Reported)
PENN VIRGINIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Virginia | 1-13283 | 23-1184320 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Four Radnor Corporate Center, Suite 200 100 Matsonford Road, Radnor, Pennsylvania |
19087 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (610) 687-8900
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)) |
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 17, 2015, the Board approved an amendment to the Companys Restated Articles of Incorporation to increase the number of authorized shares of the Companys common stock from 128 million to 228 million (the Amendment), subject to shareholder approval at the Companys 2015 Annual Meeting to be held on May 7, 2015 (the Annual Meeting). On May 7, 2015, the Annual Meeting was adjourned until May 13, 2015. On May 13, 2015, the shareholders of the Company approved the Amendment. See Item 5.07 below.
A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was convened on May 7, 2015 and subsequently adjourned and reconvened on May 13, 2015. The following matters were voted upon by the shareholders at the Annual Meeting. Each such matter received the number of votes for or against, as well as the number of abstentions and broker non-votes, set forth below for such matter.
(1) | The election of six directors, each to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified: |
NAME |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
||||||||||||
John U. Clarke |
39,240,787 | 3,418,501 | 57,652 | 15,115,334 | ||||||||||||
Edward B. Cloues, II |
39,391,701 | 3,240,569 | 84,670 | 15,115,334 | ||||||||||||
Steven W. Krablin |
38,976,439 | 3,656,028 | 84,473 | 15,115,334 | ||||||||||||
Marsha R. Perelman |
39,189,137 | 3,469,556 | 58,247 | 15,115,334 | ||||||||||||
H. Baird Whitehead |
39,398,863 | 3,276,084 | 41,993 | 15,115,334 | ||||||||||||
Gary K. Wright |
39,073,675 | 3,585,728 | 57,537 | 15,115,334 |
(2) | The approval of the advisory resolution approving executive compensation: |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
38,298,225 | 4,329,039 | 89,676 | 15,115,334 |
(3) | The approval of an amendment to the Companys Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.01 per share, from 128 million authorized shares to 228 million authorized shares: |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
48,022,056 | 7,996,440 | 1,813,778 | 0 |
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(4) | The ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2015: |
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
55,502,416 | 2,261,970 | 67,888 | 0 |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
3.1 | Articles of Amendment of Restated Articles of Incorporation of Penn Virginia Corporation. |
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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.
Date: May 14, 2015
Penn Virginia Corporation | ||
By: | /s/ Nancy M. Snyder | |
Name: | Nancy M. Snyder | |
Title: | Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary |
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Exhibit |
Description | |
3.1 | Articles of Amendment of Restated Articles of Incorporation of Penn Virginia Corporation. |
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Exhibit 3.1
ARTICLES OF AMENDMENT
OF
THE RESTATED ARTICLES OF INCORPORATION
OF
PENN VIRGINIA CORPORATION
The undersigned, on behalf of the corporation set forth below, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, states as follows:
1. | The name of the corporation is Penn Virginia Corporation. |
2. | The text of the amendment is as follows: |
The first paragraph of Article 6 of the Companys Restated Articles of Incorporation is amended to read in its entirety as follows:
ARTICLE 6. | The aggregate number of shares which the corporation has authority to issue is 228,100,000 shares, divided into two classes consisting of 100,000 shares of Preferred Stock of the par value of $100 per share (hereinafter called Preferred Stock) and 228,000,000 shares of Common Stock of the par value of $0.01 per share (hereinafter called Common Stock). |
3. | The foregoing amendment was adopted on May 13, 2015. |
4. | The amendment was proposed by the board of directors and submitted to the shareholders in accordance with the provisions of Title 13.1, Chapter 9 of the Code of Virginia and: |
a. | The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the amendment were: |
Designation |
Number of outstanding shares | Number of votes | ||||||
Common Stock |
71,581,690 | 71,581,690 |
b. | The total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment was: |
Voting group |
Total votes FOR | Total votes AGAINST | ||||||
Common Stock |
48,022,056 | 7,996,440 |
c. | The number cast for the amendment by each voting group was sufficient for approval by that voting group. |
Executed in the name of the corporation by: | ||
/S/ NANCY M. SNYDER | ||
Nancy M. Snyder | ||
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | ||
May 13, 2015 | ||
SCC Corporate ID No.: 0016971-4 |