Resolute Energy Corporation (NYSE:REN) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03Material Modification to Rights of Security Holders.

Resolute Energy Corporation (the “Company”) held its Annual Meeting of Stockholders (the“2018 Annual Meeting”) on June 19, 2018, the results of which are set forth in Item 5.07 below. to the Second Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) approved by the Company’s stockholders at the 2018 Annual Meeting, the Company’s Amended and Restated Certificate of Incorporation was amended and restated to provide for declassification of the board of directors (the “Board”), among other things. In accordance with the terms of the Amended and Restated Charter, the current classified Board will be declassified over a two-year period, as follows:

Beginning with the 2020 annual meeting, all directors will be elected for a one-year term expiring at the next annual meeting of stockholders.

Delaware law provides that directors serving on boards that are not classified may be removed by stockholders with or without cause, while directors serving on boards that are classified may only be removed by stockholders for cause. To conform to Delaware law, the Amended and Restated Charter provides that upon the full declassification of the Board as of the 2020 annual meeting, all directors would be removable “for cause” upon the affirmative vote of a majority of stockholders or “without cause” upon the affirmative vote of at least 66 2/3% of stockholders. Before that time, directors serving in a class elected for a three-year term at the 2016 annual meeting or the 2017 annual meeting may be removed only for cause. Directors elected for a one-year term at each annual meeting of stockholders from 2018 through 2019 may be removed with or without cause.

The foregoing description of the Amended and Restated Charter is qualified in its entirety by reference to the text of the Amended and Restated Charter, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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

Of the 23,165,980 shares of common stock issued and outstanding as of May 7, 2018, the record date, 20,430,526 shares of common stock (approximately 88%) were present or represented by proxy at the 2018 Annual Meeting. The results of the voting on the matters submitted to the stockholders are as follows:

(1) Approval of the Amended and Restated Charter to declassify our Board:

(2) Election of Nicholas J. Sutton, Gary L. Hultquist and Janet W. Pasque as Class III Directors, for a one-year term expiring in 2019 or until their successors have been duly elected and qualified:

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

(4) Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018:

The terms of a Settlement Agreement, dated May 15, 2018, terminating the proxy contest between the Company and Monarch Energy Holdings, LLC and certain of its affiliates were disclosed in the Company’s Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission on May 18, 2018.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Resolute Energy Corp Exhibit
EX-3.1 2 ren-ex31_6.htm EX-3.1 ren-ex31_6.htm Exhibit 3.1 SECOND AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFRESOLUTE ENERGY CORPORATION        Resolute Energy Corporation,…
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About Resolute Energy Corporation (NYSE:REN)

Resolute Energy Corporation is an independent oil and gas company. The Company is engaged in the exploitation, development, exploration for and acquisition of oil and gas properties. Its properties are Aneth Field located in the Paradox Basin in southeast Utah (the Aneth Field Properties or Aneth Field), and the Permian Basin in Texas and southeast New Mexico (the Permian Properties or Permian Basin Properties). It has an interest in gas gathering and compression facilities located within and adjacent to its Aneth Field Properties. Aneth Field is an oil field in southeast Utah, which produces approximately 6,290 equivalent barrels of oil per day. It owns working interests in the Aneth Unit, the McElmo Creek Unit and the Ratherford Unit. The Company has interests in approximately 27,750 gross (17,570 net) acres in the Permian Basin of Texas and southeast New Mexico. It covers over two project areas, including the Delaware Basin project area and the Northwest Shelf project area.