QEP RESOURCES, INC. (NYSE:QEP) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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meeting, the Company’s shareholders voted on the election of
three directors to serve three-year terms, and on several
proposals. The voting results were as follows:
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1.
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Director Elections: Shareholders elected Robert F. Heinemann,
Michael J. Minarovic and David A. Trice for terms expiring at the 2020 Annual Meeting of Shareholders with the following votes: |
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Name
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Votes For
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Votes Against
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Abstentions
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% For
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% Against
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Broker Non-Votes
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Robert F. Heinemann
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192,384,068
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2,220,360
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218,587
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98.7%
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1.3%
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15,346,721
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Michael J. Minarovic
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192,445,111
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2,155,519
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222,385
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98.8%
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1.2%
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15,346,721
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David A. Trice
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191,364,514
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3,226,298
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232,203
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98.2%
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1.8%
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15,346,721
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2.
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Advisory Vote on Executive Compensation: Shareholders
approved the advisory proposal regarding the compensation of the Company’s named executive officers with the following votes: |
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Votes For
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Votes Against
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Abstentions
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% For
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% Against
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Broker Non-Votes
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183,721,272
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10,816,713
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285,030
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94.3%
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5.7%
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15,346,721
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3.
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Frequency of Future Advisory Votes on Executive Compensation:
Shareholders provided the following votes regarding the frequency of future advisory votes on the Company’s named executive officer compensation: |
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1 Year
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2 Year
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3 Year
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Abstentions
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170,504,507
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304,007
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23,329,142
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685,359
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4.
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Approval of Material Terms of the QEP Resources, Inc. Cash
Incentive Plan: Shareholders approved the material terms of the QEP Resources, Inc. Cash Incentive Plan with the following votes: |
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Votes For
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Votes Against
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Abstentions
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% For
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% Against
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Broker Non-Votes
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185,454,782
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8,997,657
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370,576
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95.2%
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4.8%
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15,346,721
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5.
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Ratification of Auditor: Shareholders ratified the selection
of the firm PricewaterhouseCoopers LLP to serve as the independent auditors of the Company for 2017 with the following votes: |
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Votes For
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Votes Against
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Abstentions
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% For
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% Against
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209,447,661
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646,100
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75,975
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99.7%
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0.3%
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6.
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Company Proposal to Eliminate Supermajority Voting:
Shareholders approved amendments to the Companys Certificate of Incorporation (the “Certificate”) and Bylaws to eliminate supermajority voting. As described in the Proxy Statement for the Annual Meeting, a vote to approve an amendment to the Certificate requires approval of at least 80% of the Companys common stock outstanding. Thus, this proposal passed with the following votes: |
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Votes For
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Votes Against
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Abstentions
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% For
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Broker Non-Votes
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192,778,627
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1,931,469
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112,919
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80.1%
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15,346,721
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meeting.
on May 16, 2017, following the Annual Meeting and after
consideration of the results of the vote on the frequency of
future advisory votes on named executive officer compensation,
the Board determined that it would continue with an annual
advisory vote on such compensation until the next required vote
on the frequency of these votes. Also at the Board meeting
following the Annual Meeting and after consideration of the
results of the vote on the Companys proposal to eliminate
supermajority voting provisions, the Board approved the Amended
and Restated Certificate of Incorporation and Amended and
Restated Bylaws. On May 17, 2017, the Company filed the Amended
and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware to give effect to the approved
amendments to both the Certificate of Incorporation and the
Bylaws.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Exhibit
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3.1
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Amended and Restated Certificate of Incorporation of QEP
Resources, Inc. |
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3.2
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Amended and Restated Bylaws of QEP Resources, Inc.
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About QEP RESOURCES, INC. (NYSE:QEP)
QEP Resources, Inc. (QEP) is a holding company with two subsidiaries, QEP Energy Company and QEP Marketing Company, which are engaged in two primary lines of business: oil and gas exploration and production (QEP Energy), and oil and gas marketing, operation of a gas gathering system and an underground gas storage facility, and corporate activities (QEP Marketing and Other). The Company operates through QEP Energy segment. QEP Energy Company conducts exploration and production (E&P) activities in several of North America’s hydrocarbon resource plays. The Company’s operations are focused in two geographic regions: the Northern Region (primarily in Wyoming, North Dakota and Utah) and the Southern Region (primarily in Texas and Louisiana) of the United States. The Company’s properties in its Northern Region include Pinedale, Williston Basin, Uinta Basin and Other Northern properties. Its Southern Region includes various properties, such as Permian Basin and Midcontinent operations. QEP RESOURCES, INC. (NYSE:QEP) Recent Trading Information
QEP RESOURCES, INC. (NYSE:QEP) closed its last trading session down -0.08 at 11.09 with 3,755,539 shares trading hands.
