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 23, 2013
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
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Minnesota
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001-33999
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95-3848122
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(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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315 Manitoba Avenue – Suite 200
Wayzata, Minnesota
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55391
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (952) 476-9800
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
At the 2013 Annual Meeting of Shareholders of Northern Oil and Gas, Inc. (the “Company”) held on May 23, 2013, the shareholders voted on the following:
Proposal One – Election of Directors
The following directors were elected based on the votes listed below:
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Director Nominee
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For
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Withheld
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Broker Non-Votes
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Robert Grabb
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48,492,561 | 387,758 | 9,897,126 | |||||||||
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Delos Cy Jamison
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48,492,931 | 387,388 | 9,897,126 | |||||||||
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Jack King
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48,168,559 | 711,760 | 9,897,126 | |||||||||
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Lisa Bromiley
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48,170,309 | 710,010 | 9,897,126 | |||||||||
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Loren O’Toole
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48,482,471 | 397,848 | 9,897,126 | |||||||||
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Michael Reger
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47,685,765 | 1,194,554 | 9,897,126 | |||||||||
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Richard Weber
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48,163,848 | 716,471 | 9,897,126 | |||||||||
Proposal Two – Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2013
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, based on the votes listed below:
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For
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Against
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Abstain
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| 58,505,207 | 213,737 | 58,501 | ||||||||
Proposal Three – Approve the 2013 Incentive Plan
The shareholders approved the Company’s 2013 Incentive Plan, based on the votes listed below:
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For
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Against
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Abstain
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Broker Non-Votes
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| 45,925,216 | 2,745,363 | 209,740 | 9,897,126 | |||||||||||
Proposal Four – Nonbinding Advisory Vote to Approve the Compensation of the Named Executive Officers
The shareholders approved, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the proxy statement distributed in connection with the Annual Meeting, based on the votes listed below:
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For
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Against
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Abstain
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Broker Non-Votes
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| 46,871,975 | 1,627,424 | 380,920 | 9,897,126 | |||||||||||
The above proposals submitted to vote of security holders at the 2013 Annual Meeting of Shareholders are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2013.
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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Date: May 23, 2013
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NORTHERN OIL AND GAS, INC.
By /s/ Erik J. Romslo
Erik J. Romslo
Executive Vice President, General Counsel and Secretary
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