PARSLEY ENERGY, INC. (NYSE:PE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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ME Staff 8-k

7 years ago

PARSLEY ENERGY, INC. (NYSE:PE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

As described in Item 5.07 below, at the 2017 Annual Meeting of
Stockholders (the 2017 Annual Meeting) of Parsley Energy, Inc.
(the Company) held on June 2, 2017, in Austin, Texas, the
Companys stockholders approved a proposal to amend the Companys
Amended and Restated Bylaws, dated October 28, 2016 (the AR
Bylaws), to replace the plurality voting standard in uncontested
director elections with a majority voting standard. The plurality
voting standard will continue to apply in contested director
elections. The amendment (the Amendment) to the AR Bylaws became
effective on June 2, 2017.

The foregoing description of the Amendment to the AR Bylaws is
qualified in its entirety by reference to the full text of the
Amendment to the AR Bylaws, a copy of which is attached as
Exhibit 3.1 hereto and is incorporated herein by reference.

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

The Company held the 2017 Annual Meeting on June 2, 2017 for the
following purposes: (1) to elect to the Companys Board of
Directors two Class III directors, each of whom will hold office
until the 2020 Annual Meeting of Stockholders and until his
successor is elected and qualified, or until his earlier death,
resignation or removal; (2) to ratify the appointment of KPMG LLP
as the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2017; (3) to approve, on a
non-binding advisory basis, the Companys named executive officer
compensation for the fiscal year ended December 31, 2016; and (4)
as described in Item 5.03 above, to adopt an amendment to the
Companys AR Bylaws to implement a majority voting standard in
uncontested director elections. Each of these items is more fully
described in the Companys definitive proxy statement filed with
the Securities and Exchange Commission on April 18, 2017.

At the close of business on April 6, 2017, the record date for
the 2017 Annual Meeting, 246,486,859 shares of the Companys Class
A common stock and 28,008,573 shares of the Companys Class B
common stock were outstanding and entitled to vote at the 2017
Annual Meeting.

Proposal 1 – Election of Directors

Each of the two nominees for Class III director was duly elected
by the Companys stockholders, with votes as follows:



Nominee	Shares For	Withheld
Bryan Sheffield	222,836,963	4,145,408
A.R. Alameddine	209,587,804	17,394,567

Proposal 2 – Ratification of Appointment of Independent
Registered Public Accounting Firm

The appointment of KPMG LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2017 was ratified by the Companys stockholders, with
votes as follows:



Shares For	Shares Against	Shares Abstaining
235,714,313	174,556	1,351,999

Exhibit 3.1

Proposal 3 – Approval of Named Executive Officer Compensation

The Companys named executive officer compensation for the
fiscal year ended December 31, 2016 was approved, on a
non-binding advisory basis, by the Companys stockholders, with
votes as follows:

Proposal 4 – Bylaws Amendment for Majority Voting Standard in
Uncontested Director Elections

The adoption of an amendment to the Companys AR Bylaws to
implement a majority voting standard in uncontested director
elections was approved by the Companys stockholders, with votes
as follows:

Item 9.01 Financial Statements and Exhibits.



(d)	Exhibits



EXHIBIT		DESCRIPTION
3.1		Amendment to Amended and Restated Bylaws of Parsley Energy, Inc., dated as of June 2, 2017.

Exhibit 3.1

About PARSLEY ENERGY, INC. (NYSE:PE)
Parsley Energy, Inc. is an independent oil and natural gas company. The Company is focused on the acquisition, development and exploitation of unconventional oil and natural gas reserves in the Permian Basin. The Permian Basin is located in West Texas and Southeastern New Mexico and comprises over three primary sub-areas: the Midland Basin, the Central Basin Platform and the Delaware Basin. The Company’s properties are primarily located in the Midland and Delaware Basins and its activities have been focused on the vertical development of the Spraberry, Wolfberry and Wolftoka Trends of the Midland Basin. The Company’s vertical wells in the Permian Basin are drilled into stacked pay zones that include the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline), Strawn, Atoka and Mississippian formations. The Company splits its assets into over four areas, including the Midland Basin-Core, Midland Basin-Tier I, Midland Basin-Other and Southern Delaware Basin. PARSLEY ENERGY, INC. (NYSE:PE) Recent Trading Information
PARSLEY ENERGY, INC. (NYSE:PE) closed its last trading session down -0.21 at 30.14 with 4,684,383 shares trading hands.