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 31, 2012
Apco Oil and Gas International Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 0-8933 | 98-0199453 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| One Williams Center, 35th Floor, Tulsa, Oklahoma |
74172 | |
| (Address of principal executive offices) | (Zip Code) |
(539) 573-2164
(Registrant’s telephone number, including area code)
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:
| ¨ | 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 240.13e-4(c)) |
| ¨ | 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
| (a) | At the annual general meeting of shareholders of Apco Oil and Gas International Inc. (“Apco” or the “Company”) on May 31, 2012, the shareholders of the Company voted on the matters set forth below. |
| (b) |
| 1. | The nominees for election to the Board of Directors of the Company were re-elected based upon the following votes. With respect to the election of Directors, Class A shares have 85% voting power as a class. |
| Votes | Ralph A. Hill | Robert J. LaFortune | ||||||
| Class A Votes For |
20,301,592 | 20,301,592 | ||||||
| Class A Votes Against |
0 | 0 | ||||||
| Class A Abstentions |
0 | 0 | ||||||
| Class A Broker Non-Votes |
0 | 0 | ||||||
| Ordinary Share Votes For |
1,849,273 | 1,941,063 | ||||||
| Ordinary Share Votes Against |
195,503 | 103,713 | ||||||
| Ordinary Share Abstentions |
1,862 | 1,862 | ||||||
| Ordinary Share Broker Non-Votes |
728,455 | 728,455 | ||||||
| 2. | The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012 was approved based on the following votes of Class A and ordinary shares of the Company: |
| Votes For |
23,046,291 | |||
| Votes Against |
5,392 | |||
| Abstention |
19,598 | |||
| Broker Non-Votes |
0 |
| 3. | The proposal relating to the advisory vote on executive compensation was approved based on the following votes of Class A and ordinary shares of the Company: |
| Votes For |
22,233,592 | |||
| Votes Against |
78,587 | |||
| Abstentions |
36,051 | |||
| Broker Non-Votes |
728,455 |
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APCO OIL AND GAS INTERNATIONAL INC. | ||||
| Date: June 4, 2012 | By: | /s/ Amy Flakne | ||
| Name: | Amy Flakne | |||
| Title: | Assistant Corporate Secretary | |||