UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  February 23, 2010 (February 17, 2010)
 
HYPERDYNAMICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or other jurisdiction of incorporation or organization)
 
001-32490
(Commission File Number)
 
 
87-0400335
(IRS Employer Identification No.)
 
One Sugar Creek Center Blvd., #125
Sugar Land, Texas 77478
(Address of principal executive offices, including zip code)
 
 
voice:  (713) 353-9400
fax:  (713) 353-9421
 
(Registrant’s telephone number,
including area code)
 

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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Item 5.07                      Submission of Matters to a Vote of Security Holders

Hyperdynamics Corporation (the “Company”) held its annual meeting (the “Annual Meeting”) of stockholders on Thursday, February 17, 2011 at the Intercontinental Hotel, Legends VI Ballroom, 2222 West Loop South in Houston, Texas.  At the Annual Meeting, the Company’s stockholders voted on seven proposals (including the election of director nominees) of which all were approved except for Proposal #2 and Proposal #3.  A brief description of the seven proposals voted upon at the Annual Meeting and the results of the votes for each are as follows:

Proposal #1 – Election of Directors.
 
 
For
Against
Withheld
Broker Non-Votes
Ray Leonard
62,554,445
-
175,218
39,571,233
Robert A. Solberg
62,544,545
-
185,118
Herman Cohen
62,536,922
-
192,741
William O. Strange
62,473,555
-
256,108
Hon. Lord David Owen
62,502,093
-
227,570
Fred Zeidman
62,192,724
-
536,939
         
Proposal #2 – To amend the Company’s Certificate of Incorporation to provide more detail with respect to the powers of the Board of Directors in connection with issuing preferred stock.
 
 
For
Against
Abstain
Broker Non-Votes
Total:
60,459,980
2,009,578
260,105
39,571,233
         
Proposal #3 – To amend the Company’s Certificate of Incorporation to allow the election of directors without written ballot.
 
 
For
Against
Abstain
Broker Non-Votes
Total:
57,680,401
3,669,246
1,380,016
39,571,233
         
Proposal #4 – To amend the Company’s Certificate of Incorporation to provide, to the fullest extent permitted by Delaware law, that directors will not be liable to the Company or the Company’s stockholders for monetary damages for breach of fiduciary duty as a director.
 
 
For
Against
Abstain
Broker Non-Votes
Total:
85,466,326
15,108,230
1,726,340
-
         
Proposal #5 – To ratify the appointment of GBH CPAs, PC as our independent auditors for fiscal year ended June 30, 2011.
 
 
For
Against
Abstain
Broker Non-Votes
Total:
101,330,994
624,346
345,556
-
         
Proposal #6 – An advisory vote on executive compensation.
 
 
For
Against
Abstain
Broker Non-Votes
Total:
60,471,793
1,791,987
465,883
39,571,233
         
Proposal #7 – An advisory vote on the frequency of holding an advisory vote on executive compensation.
 
 
3 Years
2 Years
1 Year
Abstain
Total:
52,646,915
2,135,628
6,496,089
1,451,031

 
 

 
 
In light of the vote at the Annual Meeting on Proposal #7 concerning the frequency of holding an advisory vote on executive compensation, the Company plans to include an advisory vote on executive compensation every three years until the next required vote on the frequency of holding an advisory vote on executive compensation is held at an annual meeting of the Company’s stockholders.

 
 

 
 
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.
 
  HYPERDYNAMICS CORPORATION  
       
Date: February 23, 2011        
By:
/s/ Ray Leonard  
  Name: Ray Leonard   
 
Title:
President and Chief Executive Officer