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. |
Special Meeting of Shareholders
Penn Virginia Corporation (the “Company”) held a virtual Special Meeting of Shareholders (the “Special Meeting”) via live audio webcast on January 13, 2021. An aggregate of 15,200,435 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), were outstanding as of the record date and, therefore, entitled to vote at the Special Meeting, and a total of 9,370,254 shares, constituting a quorum, were present online or represented by proxy at the Special Meeting.
At the Special Meeting, the shareholders of the Company were asked to consider and vote on the following proposals:
• | to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the potential issuance of up to 22,597,757 shares of Common Stock, upon the redemption or exchange of up to 225,977.57 shares of Series A Preferred Stock, par value $0.01 per share, of the Company (which Series A Preferred Stock will be a non-economic voting interest) (“Series A Preferred Stock”), together with up to 22,597,757 common units representing limited partner interests of PV Energy Holdings, L.P., a Delaware limited partnership and a newly formed subsidiary of the Company (the “Partnership”), proposed to be issued to affiliates of Juniper Capital Advisors, L.P. (“Juniper Capital”) in exchange for a cash contribution of $150,000,000 and certain oil and gas assets pursuant to the terms, and subject to the conditions, set forth in (a) that certain Contribution Agreement, dated as of November 2, 2020 (the “Contribution Agreement”), by and among the Company, the Partnership and JSTX Holdings, LLC, an affiliate of Juniper Capital, and (b) that certain Contribution Agreement, dated as of November 2, 2020 (the “Asset Agreement”), by and among the Company, the Partnership and Rocky Creek Resources, LLC, an affiliate of Juniper Capital, which proposal is conditioned upon the approval of the Change of Control Proposal (as defined below) (the “Issuance Proposal”); |
• | to approve, for purposes of complying with Nasdaq Listing Rule 5635(b), the change of control under Nasdaq Listing Rule 5635(b) that would result from the proposed issuance to affiliates of Juniper Capital of up to 225,977.57 shares of Series A Preferred Stock pursuant to the transactions contemplated by the Contribution Agreement and the Asset Agreement, which proposal is conditioned upon the approval of the Issuance Proposal (the “Change of Control Proposal” and, together with the Issuance Proposal, the “Nasdaq Proposals”); and |
• | to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposals (the “Adjournment Proposal”). |
Each of these proposals is described in more detail in the Company’s definitive proxy statement, dated December 8, 2020. The voting results for each of the proposals are detailed below:
The Company’s shareholders approved the Issuance Proposal. The voting results were as follows:
For |
Against |
Abstentions | ||
7,270,869 | 2,049,661 | 49,724 |
The Company’s shareholders approved the Change of Control Proposal. The voting results were as follows:
For |
Against |
Abstentions | ||
7,279,647 | 2,042,568 | 48,039 |
The Company’s shareholders approved the Adjournment Proposal. The voting results were as follows:
For |
Against |
Abstentions | ||
7,381,328 | 1,931,427 | 57,499 |
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Item 8.01. | Other Events. |
On January 13, 2021, the Company issued a press release announcing shareholder approval of the Nasdaq Proposals, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Exhibit Title or Description | |
99.1 | Press Release, dated January 13, 2021. | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PENN VIRGINIA CORPORATION | ||||||
Date: January 14, 2021 | ||||||
By: | /s/ Katherine Ryan | |||||
Katherine Ryan | ||||||
Vice President, Chief Legal Counsel and Corporate Secretary |
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