UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2019
CHAPARRAL ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38602 | 73-1590941 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
701 Cedar Lake Boulevard Oklahoma City, OK | 73114 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(405) 478-8770
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A common stock, par value, $0.01 per share | CHAP | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
On June 28, 2019, Chaparral Energy, Inc. (the “Company”) held its annual meeting (the “Annual Meeting”) of stockholders (the “Stockholders”) at the Company’s corporate office at 701 Cedar Lake Boulevard, Oklahoma City, OK 73114. At the Annual Meeting, the Company’s stockholders approved the Chaparral Energy, Inc. 2019 Long-Term Incentive Plan (the “LTIP”). The LTIP, which became effective on June 28, 2019, replaces the Chaparral Energy, Inc. Management Incentive Plan, adopted effective August 16, 2017 (the “MIP”). The Company’s Board of Directors (the “Board”) had previously approved the LTIP on May 2, 2019, subject to stockholder approval.
The MIP was frozen as of the effective date of the LTIP so that no further awards will be granted under the MIP. Outstanding awards under the MIP will continue to be governed by the terms of the MIP until vested, exercised, expired or otherwise terminated or canceled.
The LTIP authorizes the Company to issue up to 3,500,000 shares of Class A common stock, par value $0.01 per share (“Common Stock”) of the Company. This represents an increase of 1,627,435 shares over the shares remaining available under the MIP as of the date the Board approved the LTIP. The number of authorized shares available for issuance under the LTIP will be increased by any shares of the Common Stock subject to awards under the MIP that, following the approval of the LTIP, would have become available under the terms of the MIP as a result of cancellation, forfeiture, termination or payment of an exercise price or withholding taxes.
The principal terms of the LTIP are described in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on May 23, 2019, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form8-K and incorporated in this Item 5.02 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, Stockholders representing 41,207,079, or 88.92%, of the shares of the Common Stock of the Company outstanding and entitled to vote as of the record date, May 6, 2019, were represented at the meeting either in person or by proxy.
The matters proposed to the Stockholders for a vote were: (i) the election of each of K. Earl Reynolds, Robert F. Heinemann, Douglas E. Brooks, Matthew D. Cabell, Samuel Langford, Kenneth W. Moore, Marcus Rowland, and Gysle Shellum as members of the Company’s Board of Directors, (ii) the approval of the Chaparral Energy, Inc. 2019 Long-Term Incentive Plan, (iii) an advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement distributed in connection with the Annual Meeting, (iv) an advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers, and (v) the ratification of the Company’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
The final voting results of the Annual Meeting are set forth below.
Proposal One
Each of the director nominees was elected to the Board of Directors of the Company to serve until the next Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified. The results of the votes with respect to their respective elections were as follows:
Nominees | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
K. Earl Reynolds | 36,282,836 | 232,252 | 15,258 | 4,676,733 | ||||||||||||
Robert F. Heinemann | 36,260,924 | 254,064 | 15,358 | 4,676,733 | ||||||||||||
Douglas E. Brooks | 36,168,442 | 346,046 | 15,858 | 4,676,733 | ||||||||||||
Matthew D. Cabell | 36,229,163 | 285,825 | 15,358 | 4,676,733 | ||||||||||||
Samuel Langford | 36,252,672 | 262,316 | 15,358 | 4,676,733 | ||||||||||||
Kenneth W. Moore | 35,869,738 | 645,250 | 15,358 | 4,676,733 | ||||||||||||
Marcus Rowland | 36,280,647 | 213,923 | 35,776 | 4,676,733 | ||||||||||||
Gysle Shellum | 36,300,853 | 214,115 | 15,378 | 4,676,733 |
Proposal Two
The proposal to approve the Chaparral Energy, Inc. 2019 Long-Term Incentive Plan was approved by the following vote:
Votes For | Votes Against | Abstentions | BrokerNon-Votes | |||
22,063,446 | 14,444,192 | 22,708 | 4,676,733 |
Proposal Three
The result of the advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement distributed in connection with the Annual Meeting was as follows:
Votes For | Votes Against | Abstentions | BrokerNon-Votes | |||
36,314,708 | 149,155 | 66,483 | 4,676,733 |
Proposal Four
The result of the advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers was as follows:
One Year | Two Years | Three Years | Abstentions | BrokerNon-Votes | ||||
36,364,274 | 11,691 | 113,045 | 41,336 | 4,676,733 |
Proposal Five
The proposal to ratify the Company’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved by the following vote:
Votes For | Votes Against | Abstentions | BrokerNon-Votes | |||
41,042,502 | 57,159 | 107,418 | 0 |
No other business properly came before the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
10.1 | Chaparral Energy, Inc. 2019 Long-Term Incentive Plan, effective June 28, 2019. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
July 2, 2019
By: | /s/ Justin P. Byrne | |
Name: | Justin P. Byrne | |
Title: | Vice President, General Counsel and Secretary |