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PVAC Penn Virginia

Filed: 4 May 21, 5:25pm

 

 

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 3, 2021

 

 

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Virginia 1-13283 23-1184320

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

16285 Park Ten Place, Suite 500

Houston, TX

 77084
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 722-6500

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 PVAC The Nasdaq Global Select Market

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 Rule 12b-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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 3, 2021, the Board of Directors of Penn Virginia Corporation (the “Company”) amended and restated the Fifth Amended and Restated Bylaws of the Company (as so amended and restated, the “Sixth Amended and Restated Bylaws”) to clarify that where a separate vote by class or series of capital stock is required or provided for, the voting standard provided for in the bylaws is subject to express provisions of applicable law, the Company’s governing documents, the rules and regulations of any stock exchange applicable to the Company, any regulations applicable to the Company or its securities, and the instrument of designation of any series of preferred stock of the Company.

The foregoing description of the Sixth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its 2021 Annual Meeting of Shareholders on May 3, 2021 (the “Annual Meeting”). The following matters were voted upon by the shareholders at the Annual Meeting. Each such matter received the number of votes set forth below.

 

(1)

The election of four directors, each to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified:

 

NAME

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

Tiffany Thom Cepak

 31,495,292 814,352 9,617 1,836,560

Darrin J. Henke

 29,621,711 2,684,649 12,901 1,836,560

Darin G. Holderness

 32,097,046 210,316 11,899 1,836,560

Jeffrey E. Wojahn

 29,350,864 2,958,107 10,290 1,836,560

 

(2)

The holding of an advisory vote on executive compensation:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

31,270,320

 1,018,170 30,771 1,836,560

 

(3)

The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

34,090,496

 57,222 8,103 0

 

(4)

The approval of an amendment to the Company’s 2019 Management Incentive Plan to increase the number of shares available for issuance thereunder by 3,000,000 shares, subject to adjustment in accordance with the terms thereof:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

30,884,732

 1,421,654 12,875 1,836,560

 

(5)

The amendment of the Company’s Second Amended and Restated Articles of Incorporation (as the same may be amended from time to time, the “Articles”) to increase the number of authorized shares of the Company’s common stock and the corresponding total authorized number of shares:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

29,709,606

 4,435,956 10,259 0


(6)

The amendment to the Articles to remove inoperative provisions:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

32,236,632

 72,979 9,650 1,836,560

 

(7)

The amendment to the Articles to reduce the share ownership required for shareholders to act by written consent from (i) unanimous written consent to (ii) not less than a majority of the voting power of the outstanding shares entitled to vote:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

24,605,192

 7,705,835 8,234 1,836,560

 

(8)

The amendment to the Articles to include a new Section 4.11 to provide that a majority of votes cast is required to approve a merger or share exchange:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

25,348,076

 6,961,144 10,041 1,836,560

 

(9)

The amendment to Article XI of the Articles to provide the forum for causes of action arising under the Securities Act of 1933, as amended:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER

NON-VOTES

31,077,045

 1,231,146 11,070 1,836,560

 

Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits.

 

Exhibit
Number

  

Description

3.1  Sixth Amended and Restated Bylaws of Penn Virginia Corporation, effective as of May 3, 2021
104  The cover page from Penn Virginia Corporation’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).


SIGNATURES

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.

 

May 4, 2021  PENN VIRGINIA CORPORATION
  By: 

/s/ Katherine Ryan

   Katherine Ryan
   

Vice President, Chief Legal Counsel and

Corporate Secretary