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
May 3, 2016
(Date of earliest event reported)
Commission file number 1-7810
Energen Corporation
(Exact name of registrant as specified in its charter)
Alabama | 63-0757759 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
605 Richard Arrington Jr. Boulevard North, Birmingham, Alabama 35203-2707 | 35203-2707 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code
(205) 326-2700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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. |
(b) | In accordance with the Energen Corporation (“Energen”) director retirement policy set forth in our Corporate Governance Guidelines, Gary C. Youngblood resigned from the Energen Board of Directors effective May 3, 2016. |
(e) | At the Energen Annual Meeting of Shareholders held on May 3, 2016 (the "Annual Meeting"), our shareholders approved the amendment and restatement of the Energen Corporation Stock Incentive Plan (the "2016 SIP"). The 2016 SIP became effective as of the date of such shareholder approval. |
For a description of the terms and conditions of the 2016 SIP, see "Summary of the Stock Incentive Plan " in “The Approval Of The Amendment and Restatement Of, And Performance Goals Under, The Company’s Stock Incentive Plan” section of the Proxy Statement, dated March 22, 2016, for the Annual Meeting, which description is incorporated herein by reference.
ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
We held our Annual Meeting of shareholders on May 3, 2016.
The three nominees for Director were elected for three year terms expiring 2019 as follows:
T. Michael Goodrich | For | 76,300,638 | |
Against | 1,024,797 | ||
Abstain | 65,775 | ||
Broker non-votes | 5,723,830 | ||
Jay Grinney | For | 76,723,308 | |
Against | 602,892 | ||
Abstain | 65,011 | ||
Broker non-votes | 5,723,830 | ||
Frances Powell Hawes | For | 77,023,763 | |
Against | 304,967 | ||
Abstain | 62,480 | ||
Broker non-votes | 5,723,830 | ||
Described below are the other matters voted upon at the Annual Meeting and the number of affirmative votes, negative votes, abstentions and broker non-votes.
I. | Proposal to ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accountants - approved. |
For | 82,573,532 | |
Against | 414,553 | |
Abstain | 126,956 | |
Broker non-votes | 0 | |
2
II. | Proposal to amend and restate Energen’s Stock Incentive Plan and approval of performance goals - approved. |
For | 75,900,625 | |
Against | 1,358,047 | |
Abstain | 132,541 | |
Broker non-votes | 5,723,830 | |
III. | Advisory vote on executive compensation - approved. |
For | 73,699,329 | |
Against | 3,562,132 | |
Abstain | 129,753 | |
Broker non-votes | 5,723,830 | |
IV. | Shareholder proposal with respect to a report on methane gas emissions - not approved. |
For | 21,640,973 | |
Against | 53,366,470 | |
Abstain | 2,383,770 | |
Broker non-votes | 5,723,830 | |
SIGNATURE
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 thereunto duly authorized.
ENERGEN CORPORATION
(Registrant)
May 3, 2016 | By /s/ J. David Woodruff | |
J. David Woodruff | ||
Vice President, General Counsel and Secretary of Energen Corporation | ||
3