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):  April 23, 2014 (April 22, 2014)

LinnCo, LLC
(Exact name of registrant as specified in its charters)
Delaware
 
001-35965
 
45-5166623
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer Identification No.)
incorporation or organization)
 
 
 
 

 
600 Travis, Suite 5100
 
 
Houston, Texas
 
77002
(Address of principal executive offices)
 
(Zip Code)

 

Registrant’s telephone number, including area code:  (281) 840-4100

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):

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.
     
LinnCo, LLC (“LinnCo”) held its annual meeting of shareholders on April 22, 2014. At that meeting LinnCo shareholders voted on the matters set forth below.

LINN Pass-Through Proposals
In accordance with the limited liability company agreement of LinnCo, the board of directors of LinnCo is required to call an annual or special meeting for the purpose of submitting to a vote of the LinnCo common shareholders any matters submitted to Linn Energy, LLC (“LINN”) unitholders for a vote, to determine how LinnCo will vote its LINN Units on such proposals. As a result, LinnCo submitted to a vote of its common shareholders the following three proposals at the LinnCo annual meeting:

1.
Proposal to approve the election of each of the six nominees for the LINN board of directors to serve until the 2015 Annual Meeting of Unitholders.

Name of Director
Votes For
Votes Withheld
Broker Non-Votes
Mark E. Ellis
52,692,684
1,557,991
46,685,269
David D. Dunlap
45,789,409
8,461,266
46,685,269
Stephen J. Hadden
53,233,628
1,017,047
46,685,269
Michael C. Linn
51,780,706
2,469,969
46,685,269
Joseph P. McCoy
52,139,290
2,111,385
46,685,269
Jeffrey C. Swoveland
52,133,792
2,116,883
46,685,269

2.
Proposal to approve the ratification of the selection of KPMG LLP as independent public accountant for LINN for the fiscal year ending December 31, 2014.

Votes For
Votes Against
Abstentions
96,754,761
3,915,297
265,886

3.
Proposal to provide a non-binding advisory vote approving LINN’s executive compensation program.

Votes For
Votes Against
Abstentions
Broker Non-Votes
40,852,370
12,574,590
823,715
46,685,269

General

4.
Proposal to approve the ratification of the selection of KPMG LLP as independent public accountant for LinnCo for the fiscal year ending December 31, 2014.

Votes For
Votes Against
Abstentions
96,725,711
3,920,998
289,235

In addition, LINN voted the sole voting share of LinnCo in favor of all four proposals.


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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.

 
 
LINNCO, LLC
 
 
 
 
 
 
 
 
Date:       April 23, 2014
 
By:
 
/s/ Candice J. Wells
 
 
 
 
Candice J. Wells
 
 
 
 
Vice President, General Counsel and Corporate Secretary
 
 
 
 
 



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