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Continental Resources Inc (CLR)

Filed: 20 May 22, 4:31pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2022

 

 

CONTINENTAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Oklahoma 001-32886 73-0767549

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

20 N. Broadway

Oklahoma City, Oklahoma

 73102
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (405) 234-9000

Not Applicable.

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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

Common Stock, $0.01 par value CLR 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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 5.07.

Submission of Matters to a Vote of Security Holders.

Continental Resources, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 19, 2022. At the meeting, the Company’s shareholders were requested to:

 

  

elect seven members to the Company’s Board of Directors to serve until the Annual Meeting of Shareholders in 2023;

 

  

approve the Company’s 2022 Long-Term Incentive Plan;

 

  

ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

 

  

approve, by a non-binding vote, the compensation of the named executive officers.

Each of these items is more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 7, 2022. The certified results of the matters voted upon at the Annual Meeting are as follows:

Proposal No. 1 – Election of directors: The election of each director required the affirmative vote of a plurality of the votes cast at the Annual Meeting. The shareholders elected the following nominees:

 

Nominee

  For   Withheld   Broker Non-Votes 

William B. Berry

   315,678,668    1,347,956    17,530,921 

Harold G. Hamm

   299,207,605    17,819,019    17,530,921 

Shelly Lambertz

   299,514,807    17,511,817    17,530,921 

Lon McCain

   310,116,791    6,909,833    17,530,921 

John T. McNabb, II

   308,993,893    8,032,731    17,530,921 

Mark E. Monroe

   299,728,099    17,298,525    17,530,921 

Timothy G. Taylor

   315,753,846    1,272,778    17,530,921 

Proposal No. 2 – Approval of 2022 Long-Term Incentive Plan: The approval of the 2022 Long-Term Incentive Plan required an affirmative vote from the majority of shares present and entitled to vote either in person or by proxy on this matter at the Annual Meeting. The shareholders approved the 2022 Long-Term Incentive Plan. The voting results are as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

306,542,330

 10,408,328 75,966 17,530,921

Proposal No. 3 – Ratification of selection of independent registered public accounting firm: The ratification of the selection of Grant Thornton LLP required an affirmative vote from the majority of shares present and entitled to vote either in person or by proxy on this matter at the Annual Meeting. The shareholders approved the ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The voting results are as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

333,967,112

 538,509 51,924 0

Proposal No. 3 – Approve, by non-binding vote, the compensation of the named executive officers: The approval, by a non-binding vote, of the compensation of the named executive officers required an affirmative vote from the majority of shares present and entitled to vote either in person or by proxy on this matter at the Annual Meeting. The shareholders approved, on a non-binding basis, the compensation of the named executive officers. The voting results are as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

306,302,849

 10,604,019 119,756 17,530,921


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 CONTINENTAL RESOURCES, INC.
 (Registrant)
Dated: May 20, 2022 
 By: 

/s/ James R. Webb

  James R. Webb
  Senior Vice President, General Counsel, Chief Risk Officer & Secretary