Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Energy XXI Ltd | v380249_ex99-1.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 30, 2014
____________________
Energy XXI (Bermuda) Limited
(Exact name of registrant as specified in its charter)
____________________
| Bermuda | 001-33628 | 98-0499286 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Canon’s Court, 22 Victoria Street, 1179, Hamilton HM EX, Bermuda | ||
| Registrant’s telephone number, including area code: (441) 295-2244 | ||
| 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 5.07 | Submission of Matters to Vote of Security Holders. |
On May 30, 2014, Energy XXI (Bermuda) Limited (“EXXI”) held a Special General Meeting of Shareholders (the “Special Meeting”). A total of 53,660,226 shares of EXXI common stock entitled to vote, representing approximately 76% of the shares of EXXI common stock outstanding as of the record date of April 21, 2014, were present or represented, in person or by proxy, at the Special Meeting.
At the Special Meeting, EXXI shareholders approved both proposals for which approval was required. Approximately 74% of the shares outstanding as of the record date and 97% of the shares that were voted approved the issuance of EXXI common stock in connection with the Merger (as defined below). Approximately 74% of the shares outstanding as of the record date and 97% of the shares that were voted approved the election of Scott A. Griffiths to serve as Class II director on the EXXI board of directors. A summary of the voting results for each proposal is set forth below:
Proposal 1 – Issuance of Shares of EXXI
The proposal to approve the issuance of shares of common stock by EXXI to the stockholders of EPL Oil & Gas, Inc. (“EPL”), a Delaware corporation, in connection with the Agreement and Plan of Merger, dated as of March 12, 2014, as amended, by and among EXXI, Energy XXI Gulf Coast, Inc., a Delaware corporation and indirect wholly owned subsidiary of EXXI (“OpCo”), Clyde Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of OpCo (“Merger Sub”) and EPL, pursuant to which Merger Sub will merge with and into EPL, with EPL surviving as an indirect wholly owned subsidiary of EXXI (the “Merger”).
The EXXI shareholders approved the proposal with the following voting results:
| For | Against | Abstain | ||||||||
| 51,947,587 | 112,626 | 1,600,013 | ||||||||
Proposal 2 – Election of Scott A. Griffiths to Serve as a Class II Director on EXXI Board
The proposal to elect Scott A. Griffiths to the board of directors of EXXI as a Class II director.
The EXXI shareholders approved the proposal with the following voting results:
| For | Against | Abstain | ||||||||
| 51,795,979 | 227,755 | 1,636,492 | ||||||||
| Item 8.01 | Other Events. |
On May 30, 2014, EXXI and EPL issued a joint press release announcing the voting results at their respective special meetings. A copy of this joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit No. |
Description |
| 99.1 | Joint Press Release of Energy (XXI) Bermuda Limited and EPL Oil & Gas, Inc., dated May 30, 2014 |
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.
| Energy XXI (Bermuda) Limited | |||
| By: | /s/ David West Griffin | ||
| David West Griffin | |||
| May 30, 2014 | Chief Financial Officer | ||
Exhibit Index
|
Exhibit No. |
Description |
| 99.1 | Press Release of Energy XXI (Bermuda) Limited, dated May 30, 2014 |