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 12, 2017

 

Resolute Energy Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34464

 

27-0659371

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer Identification

Number)

 

1700 Lincoln Street, Suite 2800, Denver, CO

(Address of principal executive offices)

 

80203

(Zip Code)

Registrant’s telephone number, including area code:  303-534-4600


 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 



 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

Resolute Energy Corporation (the “Company”) held its Annual Meeting of Stockholders on May 12, 2017.  Of the 22,433,991 shares of common stock issued and outstanding as of the record date, 19,221,108 shares of common stock (approximately 85.68%) were present or represented by proxy at the Annual Meeting.  The results of the voting on the matters submitted to the stockholders are as follows:

 

(1) Election of James M. Piccone and Thomas O. Hicks, Jr. as Class II Directors, to serve until the 2020 annual meeting of stockholders or until their successors have been duly elected and qualified:

 

NAME

FOR

WITHHELD

BROKER
NON-VOTES

James M. Piccone

14,525,030

2,469,892

2,226,186

Thomas O. Hicks, Jr.

16,885,269

109,653

2,226,186

 

(2) Approval, by non-binding advisory vote, the compensation paid to the Company’s Named Executive Officers:

 

FOR

AGAINST

ABSTAIN

BROKER
NON-VOTES

16,726,139

126,328

142,197

2,226,444

 

 

(3) Selection, by a non-binding advisory vote, the frequency – every year, every other year, or every third year – at which the stockholders of the Company will be asked to approve, by a non-binding advisory vote, the compensation paid to the Named Executive Officers of the Company:

 

EVERY

YEAR

EVERY

OTHER YEAR

EVERY

THIRD YEAR

 

ABSTAIN

BROKER
NON-VOTES

16,144,645

62,345

657,517

130,411

2,226,190

 

(4)  An approval of an amendment to the Company’s 2009 Performance Incentive Plan to increase the maximum number of shares available for award under the plan by 1,450,000 shares of our common stock:

 

FOR

AGAINST

ABSTAIN

BROKER
NON-VOTES

13,517,154

2,280,203

1,197,565

2,226,186

 

(5)  Ratification of the Company’s stockholder rights agreement:

 

FOR

AGAINST

ABSTAIN

BROKER
NON-VOTES

9,058,080

7,917,121

19,721

2,226,186

 

(6) Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017:

 

FOR

AGAINST

ABSTAIN

 

19,174,051

30,329

16,728

 


 

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 hereunto duly authorized.

 

Date:  May 12, 2017

 

RESOLUTE ENERGY CORPORATION

 

 

 

 

 

By:

 

/s/ James M. Piccone

 

 

 

 

James M. Piccone

 

 

 

 

President