EXCO RESOURCES, INC. (NYSE:XCO) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
|
Submission of Matters to a Vote of Security Holders. |
On May31, 2017, EXCO Resources, Inc. (the
Company) held its 2017 Annual Meeting of
Stockholders (the Annual Meeting), at which the
following proposals were voted upon:
| 1. |
Election of each of the following director nominees for a one-year term on the Companys Board of Directors (the Board): (i) B. James Ford, (ii)Anthony R. Horton, (iii)Randall E. King, (iv)Samuel A. Mitchell, (v)Robert L. Stillwell, (vi)Stephen J. Toy and (vii)C. John Wilder. |
| Number of Shares | ||||||||||||
|
Nominee |
For | Withheld | BrokerNon-Votes | |||||||||
|
B. James Ford |
175,113,392 | 2,921,809 | 77,681,553 | |||||||||
|
Anthony R. Horton |
175,746,760 | 2,288,441 | 77,681,553 | |||||||||
|
Randall E. King |
175,573,584 | 2,461,617 | 77,681,553 | |||||||||
|
Samuel A. Mitchell |
175,568,076 | 2,467,125 | 77,681,553 | |||||||||
|
Robert L. Stillwell |
172,969,624 | 5,065,577 | 77,681,553 | |||||||||
|
Stephen J. Toy |
175,651,087 | 2,384,114 | 77,681,553 | |||||||||
|
C. John Wilder |
175,428,041 | 2,607,160 | 77,681,553 |
| 2. |
Approval, to Section312.03 of the New York Stock Exchange Listed Company Manual, of the issuance of the Companys common stock for interest due under the Companys senior secured 1.5 lien notes and its senior secured 1.75 lien term loans and upon the exercise of outstanding warrants to purchase common stock. |
|
Number of Shares |
||||||||||||||
| For | Against | Abstentions | BrokerNon-Votes | |||||||||||
| 166,389,279 | 10,895,843 | 750,079 | 77,681,553 |
| 3. |
Approval of an amendment to the Companys certificate of formation to effect a reverse stock split at a ratio of between 1-for-10 and 1-for-20 (the Reverse Stock Split). |
|
Number of Shares |
||||||||||
| For | Against | Abstentions | ||||||||
| 242,272,649 | 12,211,304 | 1,232,801 |
| 4. | Advisory vote to approve executive compensation. |
|
Number of Shares |
||||||||||||||
| For | Against | Abstentions | BrokerNon-Votes | |||||||||||
| 165,224,982 | 11,942,452 | 867,767 | 77,681,553 |
| 5. |
Advisory vote to determine the frequency of future advisory votes on the Companys executive compensation. |
|
Number of Shares |
||||||||||||||||||
| 1 Year | 2 Years | 3 Years | Abstentions | BrokerNon-Votes | ||||||||||||||
| 171,527,875 | 733,141 | 3,032,837 | 2,741,348 | 77,681,553 |
1
As recommended by the Board and approved by the stockholders on
an advisory basis, the Company will hold an annual advisory vote
on executive compensation.
| 6. |
Ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm. |
|
Number of Shares |
||||||||||
| For | Against | Abstentions | ||||||||
| 252,204,153 | 2,037,255 | 1,475,346 |
| 7. |
Approval of any adjournments of the Annual Meeting, if necessary or appropriate, to permit the solicitation of additional proxies if there are not sufficient votes at the time of the Annual Meeting to adopt proposal 2 or 3. |
|
Number of Shares |
||||||||||
| For | Against | Abstentions | ||||||||
| 237,919,747 | 16,070,348 | 1,726,659 |
Each of the proposals received a sufficient number of votes to be
approved.
| Item7.01 | Regulation FD Disclosure. |
On June1, 2017, the Company issued a press release announcing the
Reverse Stock Split and the results of the Annual Meeting. A copy
of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the
information furnished to Item 7.01 (including the information in
Exhibit 99.1) shall not be deemed to be filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the
liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
| Item9.01 | Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description of Exhibit |
|
| 99.1 |
Press release, dated June1, 2017, issued by EXCO Resources, Inc. |
2
About EXCO RESOURCES, INC. (NYSE:XCO)
EXCO Resources, Inc. (EXCO) is an oil and natural gas company. The Company is engaged in the exploration, exploitation, acquisition, development and production of onshore United States oil and natural gas properties with a focus on shale resource plays. The Company’s principal operations are conducted in certain United States oil and natural gas areas, including Texas, Louisiana and the Appalachia region. The Company holds acreage positions in approximately three shale plays in the United States, including East Texas and North Louisiana, South Texas and Appalachia. In East Texas and North Louisiana, the Company holds approximately 83,800 net acres in the Haynesville and Bossier shales. In South Texas, it holds approximately 65,800 net acres in the Eagle Ford shale. In Appalachia, the Company holds approximately 137,400 net acres prospective in the Marcellus shale. EXCO RESOURCES, INC. (NYSE:XCO) Recent Trading Information
EXCO RESOURCES, INC. (NYSE:XCO) closed its last trading session up +0.034 at 0.364 with 2,357,627 shares trading hands.
