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 14, 2015
 
SEMGROUP CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 

 
 
 
1-34736
 
20-3533152
(Commission File Number)
 
(IRS Employer Identification No.)

Two Warren Place
6120 S. Yale Avenue, Suite 700
Tulsa, OK 74136-4216
(Address of Principal Executive Offices) (Zip Code)
(918) 524-8100
(Registrant’s Telephone Number, Including Area Code)
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 (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 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 14, 2015, SemGroup Corporation (the "Company") held its 2015 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 43,899,603 shares of the Company’s Class A common stock were entitled to vote as of March 27, 2015, the record date for the Annual Meeting. There were 40,835,840 shares present, in person or by proxy, at the Annual Meeting (or 93.02% of the outstanding shares), at which the stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.

Proposal 1 — Election of Directors

The stockholders voted to elect seven directors to serve for a one-year term expiring at the annual meeting of stockholders in 2016 and until their successors are duly elected and qualified. The results of the vote were as follows:
 
 
 
Broker

 
       For       

    Withheld
Non-Votes
Ronald A. Ballschmiede
39,412,470
63,369
1,360,001
Sarah M. Barpoulis
39,413,311
62,528
1,360,001
John F. Chlebowski
39,412,512
63,327
1,360,001
Carlin G. Conner
39,413,553
62,286
1,360,001
Karl F. Kurz
39,412,525
63,314
1,360,001
James H. Lytal
39,413,542
62,297
1,360,001
Thomas R. McDaniel
39,406,900
68,939
1,360,001

Proposal 2 — Advisory Vote on
Executive Compensation

The stockholders voted to approve, on an advisory and non-binding basis, named executive officer compensation. The results of the vote were as follows:

 
 
 
 
 
 
Broker
For
 
Against
 
Abstain
 
Non-Votes
38,658,014
 
814,419
 
3,406
 
1,360,001

Proposal 3 — Ratification of Appointment of
Independent Registered Public Accounting Firm

The stockholders voted to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2015. The results of the vote were as follows:

 
 
 
 
 
 
Broker
For
 
Against
 
Abstain
 
Non-Votes
40,810,608
 
12,582
 
12,650
 
-0-






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.


SEMGROUP CORPORATION


Date: May 15, 2015
By: /s/ Robert N. Fitzgerald        
Robert N. Fitzgerald
Senior Vice President and Chief Financial Officer