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): June 21, 2011
Brigham Exploration
Company
(Exact name of registrant as
specified in its charter)
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Delaware |
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001-34224 |
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75-2692967 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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6300 Bridgepoint
Parkway
Building Two, Suite 500
Austin, Texas
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78730 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (512) 427-3300
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(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:
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))
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Item 5.07 Submission of Matters to a Vote of Security Holders
We held our Annual Meeting of Stockholders on June 21, 2011. The matters on which the
stockholders voted, in person or by proxy, were to (1) elect seven directors to serve until the
Annual Meeting of Stockholders in 2012, (2) approve the appointment of KMPG LLP as our independent
registered public accounting firm for the year ending December 31, 2011, (3) approve, by a
non-binding advisory vote, the compensation paid to our named executive officers in 2010, (4)
determine, in a non-binding advisory vote, whether a stockholder vote to approve the compensation
of our named executive officers should occur every one, two or three years, (5) amend the 1997
Director Stock Option Plan to extend the term of future options to be granted pursuant to the 1997
Director Stock Option Plan from seven years to ten years and (6) approve the grant of 1,500 shares
of common stock to each of our non-employee directors.
The results of the voting are as follows:
1. Election of Directors
Each of the seven directors was elected to serve until the Annual Meeting of Stockholders
in 2012. The voting results were as follows:
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Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Ben M. (Bud) Brigham |
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74,088,968 |
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15,811,615 |
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17,367,400 |
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David T. Brigham |
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75,692,990 |
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14,207,593 |
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17,367,400 |
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Harold D. Carter |
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72,626,756 |
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17,273,827 |
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17,367,400 |
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Stephen C. Hurley |
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86,850,767 |
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3,049,816 |
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17,367,400 |
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Stephen P. Reynolds |
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87,076,908 |
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2,823,675 |
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17,367,400 |
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Hobart A. Smith |
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86,313,822 |
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3,586,761 |
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17,367,400 |
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Scott W. Tinker, Ph.D. |
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88,412,070 |
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1,488,513 |
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17,367,400 |
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2. Approval of the Appointment of Independent Registered Public Accounting Firm
The stockholders approved the appointment of KPMG as our independent registered public
accounting firm for the year ending December 31, 2011. The voting results were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
107,036,869
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195,525
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42,129
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0 |
3. Advisory Vote on Executive Compensation
The stockholders approved the compensation paid to our named executive officers in 2010.
The voting results were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
86,304,417
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3,453,069
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143,096
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17,373,941 |
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4. Advisory Vote on the Frequency of the Say-on-Pay Vote
Our stockholders recommended that the say-on-pay vote be taken every year. The voting
results were as follow:
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One Year |
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Two Years |
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Three Years |
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Abstentions |
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Broker Non-Votes |
56,619,326
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2,376,689
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27,779,768
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124,798
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17,373,942 |
Although the vote is advisory, our Board of Directors values the opinion of our stockholders.
In light of the voting results on this proposal, the Board has determined that the Company will
hold an annual say-on-pay vote until the next stockholder vote regarding the frequency of the
say-on-pay vote.
5. Amendment to the 1997 Director Stock Option Plan
The stockholders approved the amendment to the 1997 Director Stock Option Plan to extend
the term of future options to be granted pursuant to the 1997 Director Stock Option Plan from
seven years to ten years. The voting results were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
70,044,449
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19,641,239
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214,894
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17,373,941 |
A copy of the Amendment to the 1997 Director Stock Option Plan is attached hereto as Exhibit
10.35 and is incorporated herein by reference. The description of the Amendment to the 1997
Director Stock Option Plan in this Current Report on Form 8-K is a summary and is qualified in its
entirety by the terms of the Amendment to the 1997 Director Stock Option Plan.
6. Grant of 1,500 Shares of Common Stock to Each of Our Non-Employee Directors
The stockholders approved the grant of 1,500 shares to each of our non-employee directors.
The voting results were as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
64,996,148
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24,716,151
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188,284
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17,373,940 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this current report on Form 8-K:
10.35 Amendment to the 1997 Director Stock Option Plan
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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 thereunto duly authorized.
BRIGHAM EXPLORATION COMPANY
Date: June 24, 2011
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By: |
/s/ Eugene B. Shepherd, Jr.
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Eugene B. Shepherd, Jr. |
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Executive Vice President &
Chief Financial Officers |
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