Unit Corporation (NYSE:UNT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
on May 3, 2017, the stockholders of Unit Corporation (the Company)
approved Amendment Number 1 to the Second Amended and Restated Unit
Corporation Stock and Incentive Compensation Plan (Amendment Number
1 to the Stock Plan).
to employees (including employees of subsidiaries) as well as
non-employee directors. The Stock Plan permits the granting of
stock options, stock appreciation rights, restricted stock,
restricted stock units, performance shares, performance units,
cash-based awards and other stock-based awards. All nine of our
directors and approximately 250 employees of the Company and its
subsidiaries are eligible for awards under the Stock Plan.
number of shares of common stock of the Company available for
issuance under the Stock Plan from 4,500,000 shares to 7,000,000
shares. Amendment Number 1 also removes the limitation that
withholding of stock for taxes on settlement of stock-based awards
be at the minimum statutory rate, and instead permits withholding
of stock for taxes at rates higher than the minimum rate under
certain circumstances. Approval of Amendment Number 1 also
constituted approval of the performance goals under the Stock Plan
for purposes of Section 162(m) of the Internal Revenue Code so that
certain awards granted under the Stock Plan may qualify as
performance-based compensation under that section of the tax code.
Plan is contained in the Companys Proxy Statement for its 2017
Annual Meeting of Stockholders filed with the Securities and
Exchange Commission on March 23, 2017. The Stock Plan is filed as
Exhibit 10 to our Current Report on Form 8-K filed on May 8, 2015
and Amendment Number 1 is filed as Exhibit 10.1 to this Current
Report on Form 8-K and both are incorporated by reference as though
fully set forth herein.
stockholders on May 3, 2017. For more information on the following
proposals, which were the subject of stockholder action at that
meeting, please see the 2017 Proxy Statement.
|
(1)
|
The stockholders elected four Class III directors for terms
expiring in 2020: |
|
DIRECTOR
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER
NON-VOTE
|
|
J. Michael Adcock
|
44,628,561
|
353,797
|
84,276
|
3,732,889
|
|
Steven B. Hildebrand
|
44,665,614
|
317,097
|
83,923
|
3,732,889
|
|
Larry C. Payne
|
44,486,514
|
494,371
|
85,749
|
3,732,889
|
|
G. Bailey Peyton IV
|
43,066,359
|
1,913,701
|
86,574
|
3,732,889
|
|
(2)
|
The stockholders approved the following non-binding
resolution pertaining to our executive compensation: |
basis, the compensation of the NEOs, as disclosed in the Companys
Proxy Statement for the 2017 Annual Meeting of Stockholders under
the compensation disclosure rules of the SEC, including the
Compensation Discussion and Analysis, the 2016 Summary Compensation
Table and the other related tables and disclosure.
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
|
43,678,438
|
1,284,465
|
103,731
|
3,732,889
|
|
(3)
|
The stockholders cast the following non-binding votes
pertaining to the frequency of the non-binding stockholder vote on our executive compensation: |
|
ONE YEAR
|
TWO YEARS
|
THREE YEARS
|
ABSTAIN
|
BROKER NON-VOTE
|
|
37,614,470
|
619,438
|
6,796,792
|
35,934
|
3,732,889
|
executive compensation be conducted annually, and that is the
frequency option that received the highest number of votes from our
stockholders. Accordingly, the Company has decided that it will
include a shareholder advisory vote on named executive officer
compensation in its proxy materials every year until the next
required vote on the frequency of stockholder votes on named
executive officer compensation.
|
(4)
|
The stockholders approved Amendment Number 1 to the Second
Amended and Restated Unit Corporation Stock and Incentive Compensation Plan: |
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
|
34,731,214
|
10,243,793
|
91,627
|
3,732,889
|
|
(5)
|
The stockholders ratified the appointment of
PricewaterhouseCoopers LLP as our independent auditors for 2017: |
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
|
48,363,084
|
373,966
|
62,473
|
|
(d)
|
Exhibits.
|
|
|
Second Amended and Restated Unit Corporation Stock and
Incentive Compensation Plan dated May 6, 2015 (filed as Exhibit 10 to Unit’s Form 8-K dated May 8, 2015, which is incorporated herein by reference) |
|
|
|
10.1
|
Amendment Number 1 to the Second Amended and Restated
Unit Corporation Stock and Incentive Compensation Plan |
About Unit Corporation (NYSE:UNT)
Unit Corporation is an oil and natural gas contract drilling company. The Company has operations in the exploration and production and mid-stream areas. The Company operates through three segments: Oil and Natural Gas, Contract Drilling and Mid-Stream. It is primarily engaged in the exploration, development, acquisition, and production of oil and natural gas properties, the land contract drilling of natural gas and oil wells, and the buying, selling, gathering, processing and treating of natural gas. Its Oil and Natural Gas operations are carried out by its subsidiary Unit Petroleum Company. The Oil and Natural Gas segment explores, develops, acquires, and produces oil and natural gas properties. Contract Drilling operations are carried out by subsidiary Unit Drilling Company. It drills onshore oil and natural gas wells for its own account, as well as for other oil and natural gas companies. Its Mid-Stream operations are carried out by subsidiary Superior Pipeline Company, L.L.C. Unit Corporation (NYSE:UNT) Recent Trading Information
Unit Corporation (NYSE:UNT) closed its last trading session down -4.06 at 18.03 with 804,638 shares trading hands.
