UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2014
CONTANGO OIL & GAS COMPANY
(Exact Name of Registrant as Specified in Charter)
|
Delaware
(State or Other Jurisdiction of Incorporation)
|
001-16317
(Commission File Number)
|
95-4079863
(IRS Employer Identification No.)
|
717 Texas Ave., Suite 2900, Houston Texas 77002
(Address of Principal Executive Offices, including Zip Code)
(713) 236-7400
(Registrant’s telephone number, including area code)
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):
[] 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 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.
Contango Oil & Gas Company (the “Company”) held its annual meeting of stockholders on May 20, 2014. At the meeting, stockholders (1) elected all of the directors nominated by the Board of Directors, (2) ratified the appointment of Grant Thornton LLP as the Company’s independent accounting firm for the fiscal year ending December 31, 2014, (3) approved the Company’s Amended and Restated 2009 Incentive Compensation Plan, and (4) approved, on an advisory basis, the compensation of the Company’s named executive officers. The foregoing proposals are described in more detail in the Company’s definitive proxy statement dated April 11, 2014.
Proposal 1 – Election of Directors
Each director was elected as follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
|
Joseph J. Romano
|
14,089,982
|
541,214
|
1,058
|
2,927,566
|
|
Allan D. Keel
|
14,518,328
|
112,868
|
1,058
|
2,927,566
|
|
B.A. Berilgen
|
14,406,467
|
217,282
|
8,505
|
2,927,566
|
|
B. James Ford
|
14,407,883
|
223,113
|
1,258
|
2,927,566
|
|
Lon McCain
|
14,524,718
|
106,278
|
1,258
|
2,927,566
|
|
Charles M. Reimer
|
14,424,946
|
198,566
|
8,742
|
2,927,566
|
|
Steven L. Schoonover
|
14,505,037
|
118,497
|
8,720
|
2,927,566
|
Proposal 2 – Ratification of the Appointment of Independent Accountants
The appointment of Grant Thornton LLP was ratified as follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
17,394,375
|
163,965
|
1,480
|
0
|
Proposal 3 – Approval of the Amended and Restated 2009 Incentive Compensation Plan
The Company’s Amended and Restated 2009 Incentive Compensation Plan was approved as follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
14,192,368
|
428,118
|
11,768
|
2,927,566
|
Proposal 4 – Advisory Vote on Executive Compensation
The advisory vote on compensation of the Company’s named executive officers was approved as follows:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
13,883,308
|
732,537
|
16,409
|
2,927,566
|
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.
|
CONTANGO OIL & GAS COMPANY
|
|
|
Date: May 21, 2014
|
/s/ E. Joseph Grady
|
|
E. Joseph Grady
|
|
|
Senior Vice President and Chief Financial Officer
|