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 9, 2014

 

 

Rex Energy Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-33610   20-8814402

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

366 Walker Drive

State College, Pennsylvania

  16801
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, including area code: (814) 278-7267

Not Applicable

(Former name, former address and former fiscal year, 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 (see General Instruction A.2.):

 

¨ 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 240.14d-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.

On May 9, 2014, the Company held the 2014 Annual Meeting at 11:00 a.m. at The Hampton Inn & Suites located at Williamsburg Square, State College, Pennsylvania 16803. As of March 21, 2014, the record date for the 2014 Annual Meeting, there were 54,183,165 shares of common stock issued and outstanding. A quorum of common stockholders, present in person or by proxy, representing 51,498,792 shares of common stock was present at the 2014 Annual Meeting. The final voting results of the 2014 Annual Meeting are set forth below. Each of these items is more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 7, 2014.

Proposal One – Election of Directors

The Company’s common stockholders elected each of the Company’s seven nominees for director to serve a term of one year to expire at the 2015 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, as set forth below:

 

NAME

   VOTES FOR      VOTES
WITHHELD
     BROKER
NON-
VOTES
 

Lance T. Shaner

     42,608,421         5,245,630         3,644,741  

Thomas C. Stabley

     47,708,044         146,007         3,644,741  

John W. Higbee

     42,567,954         5,286,097         3,644,741  

John A. Lombardi

     46,738,709         1,115,342         3,644,741  

Eric L. Mattson

     46,828,896         1,025,155         3,644,741  

Todd N. Tipton

     47,626,692         227,359         3,644,741  

John J. Zak

     47,600,821         253,230         3,644,741   

Proposal Two – Ratification of the Appointment of Independent Registered Public Accounting Firm

The Company’s common stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014, as set forth below:

 

VOTES FOR      VOTES
AGAINST
     ABSTENTIONS  
  51,444,787         50,534         3,471   

Proposal Three – Advisory Vote on Executive Compensation

The Company’s common stockholders approved the compensation of its named executive officers as described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 7, 2014, as set forth below:

 

VOTES FOR      VOTES
AGAINST
     ABSTENTIONS      BROKER
NON-
VOTES
 
  46,603,589         1,197,940         52,522         3,644,741   

[Signature page to follow]

 

1


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

REX ENERGY CORPORATION
By:  

/s/ Jennifer L. McDonough

  Jennifer L. McDonough
  Sr. Vice President, General Counsel and Secretary

Date: May 12, 2014