ren-8k_20160511.htm

 

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 11, 2016

 

 

RESOLUTE ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 


001-34464

 

27-0659371

 

(State or other jurisdiction of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer Identification Number)

 

 

 

1700 Lincoln Street, Suite 2800

Denver, CO

80203

 

(Address of principal executive offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code:  303-534-4600

 

 

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:

 

¨

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 5.07

Submission of Matters to a Vote of Security Holders. 

 

Resolute Energy Corporation (the “Company”) held its Annual Meeting of Stockholders on May 11, 2016. Of the 77,055,646 shares of common stock issued and outstanding as of the record date, 66,816,426 shares of common stock (approximately 86.71%) were present or represented by proxy at the Annual Meeting. The results of the voting on the matters submitted to the stockholders are as follows:

 

(1) Election of James E. Duffy and William K. White as Class I Directors, to serve until the 2019 annual meeting of stockholders or until their successors have been duly elected and qualified:

 

NAME

FOR

WITHHELD

BROKER
NON-VOTES

James E. Duffy

46,175,093

940,912

19,700,421

William K. White

46,158,375

957,630

19,700,421

 

(2) Approval, by non-binding advisory vote, of the compensation paid to the Company’s Named Executive Officers:

 

FOR

AGAINST

ABSTAIN

BROKER
NON-VOTES

35,947,972

10,891,861

276,172

19,700,421

 

(3)  An approval of an amendment to the Company’s 2009 Performance Incentive Plan to increase the maximum number of shares available for award under the plan by 5,000,000 shares of our common stock:

 

FOR

AGAINST

ABSTAIN

BROKER
NON-VOTES

37,021,932

9,881,506

212,567

19,700,421

 

(4)  An approval to (i) effect a reverse stock split of our common stock at any time prior to December 31, 2016 at one of thirteen reverse split ratios, 1-for-2, 1-for-3, 1-for-4, 1-for-5, 1‑for‑6, 1-for-7, 1-for-8, 1-for-9, 1-for-10, 1-for-15, 1-for-20, 1-for-25 or 1-for-30, as determined by our Board of Directors in its sole discretion, and (ii) if and when the reverse stock split is effected, reduce the number of authorized shares of our common stock by the reverse split ratio determined by our Board of Directors:

 

FOR

AGAINST

ABSTAIN

 

65,197,726

570,783

1,047,917

 

 

(5) Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016:

 

FOR

AGAINST

ABSTAIN

 

66,669,301

118,960

28,165

 

 

 

 


 

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 11, 2016

 

RESOLUTE ENERGY CORPORATION

 

 

 

 

 

 

By:

/s/ Michael N. Stefanoudakis

 

 

 

  Michael N. Stefanoudakis

 

 

 

  Senior Vice President