SEC Document

Number of Votes
Voted For

Number of Votes
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Number of Votes
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0000872248-16-000156.txt : 20160520 0000872248-16-000156.hdr.sgml : 20160520 20160520083609 ACCESSION NUMBER: 0000872248-16-000156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160518 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160520 DATE AS OF CHANGE: 20160520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETROQUEST ENERGY INC CENTRAL INDEX KEY: 0000872248 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721440714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32681 FILM NUMBER: 161664815 BUSINESS ADDRESS: STREET 1: 400 E KALISTE SALOOM RD SUITE 6000 CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3372327028 MAIL ADDRESS: STREET 1: 400 E KALISTE SALOOM RD SUITE 6000 CITY: LAFAYETTE STATE: LA ZIP: 70508 FORMER COMPANY: FORMER CONFORMED NAME: OPTIMA PETROLEUM CORP DATE OF NAME CHANGE: 19950726 8-K 1 a2016annualmeeting8k.htm 8-K SEC Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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

PETROQUEST ENERGY, INC.

(Exact name of registrant as specified in its charter)



DELAWARE (State of Incorporation) 400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana (Address of principal executive offices)	72-1440714 (I.R.S. Employer Identification No.) 70508 (Zip code)

Commission File Number: 001-32681

Registrant’s telephone number, including area code: (337) 232-7028

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:

[ ] 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

At the 2016 Annual Meeting of Stockholders of PetroQuest Energy, Inc. (the “Company”) held on May 18, 2016 (the “2016 Annual Meeting”), the Company’s stockholders authorized the Board of Directors, in its sole and absolute discretion, without further action of the stockholders, to amend the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-2 and not greater than 1-for-8, within one year from the date of the 2016 Annual Meeting, with the exact ratio to be determined by the Board of Directors. Following the 2016 Annual Meeting, the Board of Directors approved an amendment to the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s common stock at a ratio of 1-for-4 (the “Reverse Split Amendment”). The Reverse Split Amendment was filed with the Secretary of State of the State of Delaware on May 18, 2016. A copy of the Reverse Split Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference. The forgoing description of the Reverse Split Amendment does not purport to be complete and is qualified in its entirety by reference to such document.

Also at the 2016 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to provide that stockholders may remove any director, with or without cause, by the affirmative vote of the holders of at least a majority of the shares of the Company’s common stock then entitled to vote at an election of directors (the “Director Removal Amendment”). The Director Removal Amendment was filed with the Secretary of State of the State of Delaware on May 18, 2016. A copy of the Director Removal Amendment is filed as Exhibit 3.2 hereto and is incorporated herein by reference. The forgoing description of the Director Removal Amendment does not purport to be complete and is qualified in its entirety by reference to such document.

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

The following proposals were submitted to the holders of the Company’s common stock for a vote at the 2016 Annual Meeting:

1. The election of six nominees to the Board of Directors;


2.	The adoption of the 2016 Long Term Incentive Plan;

To authorize the Board of Directors, in its sole and absolute discretion, without further action of the stockholders, to amend the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-2 and not greater than 1-for-8, within one year from the date of the meeting, with the exact ratio to be determined by the Board of Directors;


2.	To approve an amendment to the Company’s Certificate of Incorporation to provide that stockholders may remove any director, with or without cause, by the affirmative vote of the holders of at least a majority of the shares of the Company’s common stock then entitled to vote at an election of directors;


3.	The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; and


4.	An advisory vote on the Company’s executive compensation.

The results of such votes were as follows:

1. The following votes were cast in the election of six nominees to the Board of Directors:



Name of Nominee	Number of Votes Voted For	Number of Votes Withheld	Number of Broker Non-Votes
Charles T. Goodson	22,375,634	1,982,200	26,371,296
William W. Rucks, IV	22,355,815	2,002,019	26,371,296
E. Wayne Nordberg	22,417,944	1,939,890	26,371,296
Michael L. Finch	22,422,995	1,934,839	26,371,296
W. J. Gordon, III	22,418,821	1,939,013	26,371,296
Charles F. Mitchell, II, M.D.	22,419,398	1,938,436	26,371,296

2. The following votes were cast in the adoption of the 2016 Long Term Incentive Plan:

3. The following votes were cast in the authorization of the Board of Directors, in its sole and absolute discretion, without further action of the stockholders, to amend the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-2 and not greater than 1-for-8, within one year from the date of the meeting, with the exact ratio to be determined by the Board of Directors:

4. The following votes were cast in the amendment to the Company’s Certificate of Incorporation to provide that stockholders may remove any director, with or without cause, by the affirmative vote of the holders of at least a majority of the shares of the Company’s common stock then entitled to vote at an election of directors:

5. The following votes were cast in the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016:

6. The following advisory (non-binding) votes were cast to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in the 2016 Proxy Statement:

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibit Number Description of Exhibit


3.1	Certificate of Amendment to Certificate of Incorporation dated May 18, 2016.


3.2	Certificate of Amendment to Certificate of Incorporation dated May 18, 2016.

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.

Date: May 20, 2016

PETROQUEST ENERGY, INC.

/s/ J. Bond Clement

J. Bond Clement

Executive Vice President, Chief Financial Officer and Treasurer

EX-3.1 2 exhibit31.htm EXHIBIT 3.1 SEC Exhibit

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

PetroQuest Energy, Inc., organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of PetroQuest Energy, Inc. adopted a proposed amendment of the Certificate of Incorporation of said corporation to effectuate a reverse stock split, declaring said amendment to be advisable.

The proposed amendment reads as follows:

Article IV is hereby amended by adding the following paragraph immediately after the first paragraph of Article IV:

Upon the filing and effectiveness (the “Effective Time”) of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each four (4) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Consolidation”). No fractional shares shall be issued in connection with the Consolidation. Shares shall be rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the rounding up of any fractional share interests as described above.

SECOND: That, pursuant to a resolution of its Board of Directors, a meeting of the stockholders of PetroQuest Energy, Inc. was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares of Common Stock as required by statute were voted in favor of granting the Board of Directors the authority to amend the Certificate of Incorporation to provide for a reverse stock split.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and shall become effective as of 5:00 P.M., Eastern Standard Time, on the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.

[Signature Page Follows.]

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 18^th day of May, 2016.

By: /s/ J. Bond Clement

Name: J. Bond Clement

Title: Executive Vice President, Chief

Financial Officer and Treasurer

EX-3.2 3 exhibit32.htm EXHIBIT 3.2 SEC Exhibit

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

PetroQuest Energy, Inc., organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of PetroQuest Energy, Inc. adopted a proposed amendment of the Certificate of Incorporation of said corporation to allow stockholders to remove directors, with or without cause.

The proposed amendment reads as follows:

Article IX, Paragraph (B) is hereby amended and replaced in its entirety with the following:

B. Removal of Directors. Unless otherwise prescribed by law, a director of the Corporation may be removed from office as a director, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of capital stock of the Corporation generally entitled to vote in the election of directors, voting together as a single class.

SECOND: That, pursuant to a resolution of its Board of Directors, a meeting of the stockholders of PetroQuest Energy, Inc. was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares of Common Stock as required by statute were voted in favor of amending the Certificate to allow stockholders to remove directors, with or without cause.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Signature Page Follows.]

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 18^th day of May, 2016.

By: /s/ J. Bond Clement

Name: J. Bond Clement

Title: Executive Vice President, Chief Financial Officer and Treasurer