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EX-10.1 - AMENDED AND RESTATED INCENTIVE PLAN - CARRIZO OIL & GAS INCexhibit101amendedandrestat.htm


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 15, 2014
 
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Texas
 
000-29187-87
 
76-0415919
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
500 Dallas Street
Suite 2300
Houston, Texas
 
77002
(Address of principal executive offices)
 
(Zip code)
Registrant’s telephone number, including area code: (713) 328-1000
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 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Carrizo Oil & Gas, Inc. (the “Company”) held its annual meeting of shareholders on Thursday, May 15, 2014, at 9:00 a.m., Central time, in Houston, Texas. At the annual meeting, the shareholders approved the amendment and restatement of the Incentive Plan of Carrizo Oil & Gas, Inc. (the “Incentive Plan”), which, among other things:
authorized 3,577,500 additional shares for issuance pursuant to the Incentive Plan;
clarified that the performance goals set forth in the Incentive Plan, which meet the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended, necessary for the deductibility of certain performance-based compensation, may specifically relate to the Company’s divisions or geographic regions or may be made by comparison to a peer group of companies and specify certain types of measures that may be used with respect to the performance goals;
allowed the Compensation Committee to provide with respect to performance awards that any evaluation of performance may include or exclude various specified events that occurs during a performance period;
provided that no dividend equivalents may be paid in respect of awards of stock options or stock appreciation rights;
provided that awards may be subject to any clawback policy that may be adopted by the Company; and
made other administrative, clarifying and updating changes.
The foregoing description of the amendment and restatement of the Incentive Plan is not complete and is qualified by reference to the complete document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on Thursday, May 15, 2014, at 9:00 a.m., Central time, in Houston, Texas. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s annual proxy statement, are as set forth below.
The following nominees for directors were elected to serve one-year terms:
Nominee
 
For
 
Withheld
 
Broker Non-Votes
S.P. Johnson IV
 
37,731,088

 
405,181

 
3,934,635

Steven A. Webster
 
32,559,786

 
5,576,483

 
3,934,635

Thomas L. Carter, Jr.
 
34,434,370

 
3,701,899

 
3,934,635

Robert F. Fulton
 
37,328,202

 
808,067

 
3,934,635

F. Gardner Parker
 
34,835,766

 
3,300,503

 
3,934,635

Roger A. Ramsey
 
37,852,124

 
284,145

 
3,934,635

Frank A. Wojtek
 
36,409,935

 
1,726,334

 
3,934,635

The shareholders approved (by a majority of 97.1%), on a non-binding, advisory basis, the compensation of the Company’s named executive officers:
For
 
Against
 
Abstain
 
Broker Non-Votes
36,892,979

 
1,111,047

 
132,242

 
3,934,636

The shareholders approved an amendment and restatement of the Incentive Plan to authorize 3,577,500 additional shares for issuance, to affirm as modified the material terms of the performance goals and to make other changes to the Incentive Plan:
For
 
Against
 
Abstain
 
Broker Non-Votes
30,490,803

 
7,584,440

 
60,934

 
3,934,727

The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014:
For
 
Against
 
Abstain
 
Broker Non-Votes
42,000,341

 
58,288

 
12,275

 


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Item 9.01 Financial Statements and Exhibits.
Exhibit Number
 
Exhibit Description
*10.1
-
Amended and Restated Incentive Plan of Carrizo Oil & Gas, Inc. effective as of May 15, 2014

 
* Filed herewith.


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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.
CARRIZO OIL & GAS, INC.
 
 
By:
 
/s/ Paul F. Boling
Name:
 
Paul F. Boling
Title:
 
Chief Financial Officer, Vice President, Secretary and Treasurer
Date: May 16, 2014



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