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): June 1, 2012 (May 30, 2012)
CRIMSON EXPLORATION INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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001-12108
(Commission File Number)
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20-3037840
(IRS Employer Identification No.)
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717 Texas Ave., Suite 2900, Houston Texas 77002
(Address of Principal Executive Offices, including Zip Code)
(713) 236-7400
(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 (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 14d-2(b))
[] 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.
Crimson Exploration Inc. (the “Company”) held its annual meeting of stockholders on May 30, 2012. At the meeting, stockholders (1) elected all of the directors nominated by the Board of Directors, (2) approved, on an advisory basis, the compensation of the Company’s named executive officers, (3) approved, on an advisory basis, the frequency of advisory votes on executive compensation every three years, and (4) ratified the appointment of Grant Thornton LLP as the Company’s independent accounting firm for the fiscal year ending December 31, 2012. The foregoing proposals are described in more detail in the Company’s definitive proxy statement dated April 23, 2012.
Proposal 1 – Election of Directors
Each director was elected as follows:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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|||
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Allan D. Keel
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29,341,352
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636,540
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10,613,566
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|||
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B. James Ford
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28,287,933
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1,689,959
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10,613,566
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|||
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Adam C. Pierce
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28,389,915
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1,587,977
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10,613,566
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|||
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Lee B. Backsen
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29,196,281
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781,611
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10,613,566
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|||
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Lon McCain
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29,434,539
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543,353
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10,613,566
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|||
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Cassidy J. Traub
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25,611,411
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4,366,481
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10,613,566
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|||
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Ni Zhaoxing
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26,383,558
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3,594,334
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10,613,566
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Proposal 2 – Advisory Vote on Executive Compensation
The advisory vote on executive compensation of the Company’s named executive officers was approved 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
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|||
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26,146,637
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3,693,356
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137,899
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10,613,566
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Proposal 3 – Advisory Vote on the Frequency of Executive Compensation Advisory Votes
The advisory vote on the frequency of advisory votes on executive compensation every three years was approved as follows:
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Three Years
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Two Years
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One Year
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Abstentions
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Broker Non-Votes
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||||
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24,419,836
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117,566
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5,355,748
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84,742
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10,563,052
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In accordance with the stockholders’ recommendation, the Company has determined that it will hold an advisory vote on the compensation of its named executive officers every three years until the next stockholder advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers.
Proposal 4 – Ratification of the Appointment of Independent Accountants
The appointment of Grant Thornton LLP was ratified 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
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|||
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40,406,210
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147,186
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38,062
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0
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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.
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CRIMSON EXPLORATION INC.
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Date: June 1, 2012
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/s/ E. Joseph Grady
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E. Joseph Grady
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Senior Vice President and Chief Financial Officer
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