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 22, 2017 (May 18, 2017)

WildHorse Resource Development Corporation

(Exact name of registrant as specified in its charter)

 

     
Delaware    001-37964    81-3470246

(State or other jurisdiction

of incorporation)

   (Commission File Number)    (IRS Employer Identification No.)

9805 Katy Freeway, Suite 400

Houston, TX 77024

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 568-4910

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))

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.

On May 18, 2017, WildHorse Resource Development Corporation (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). The proposals voted upon at the Annual Meeting and the final voting results are indicated below. For additional information on these proposals, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2017.

Proposal 1—Election of Directors

Jay C. Graham, Anthony Bahr, Richard D. Brannon, Jonathan M. Clarkson, Scott A. Gieselman, David W. Hayes, Grant E. Sims, and Tony R. Weber were elected to continue to serve as the Company’s directors until the 2018 Annual Meeting of Stockholders and until their respective successors are elected. Votes regarding the persons elected as directors were as follows:

 

Nominee

   For      Withhold    Broker Non-Votes

Jay C. Graham

   71,169,330      8,798,340    2,443,694

Anthony Bahr

   72,169,030      7,798,640    2,443,694

Richard D. Brannon

   71,169,240      8,798,430    2,443,694

Jonathan M. Clarkson

   79,794,200        173,470    2,443,694

Scott A. Gieselman

   71,168,730      8,798,940    2,443,694

David W. Hayes

   71,169,540      8,798,130    2,443,694

Grant E. Sims

   79,756,338        211,332    2,443,694

Tony R. Weber

   71,169,540      8,798,130    2,443,694

Proposal 2—Ratification of the Appointment of KPMG LLP

The appointment of KPMG LLP as the Company’s independent auditor for 2017 was ratified. The voting results were as follows:

 

For

  

Against

  

Abstain

82,402,360    4,328    4,676

Proposal 3—Approval, by a Non-Binding Vote, of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation for the Company’s named executive officers. The voting results were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

78,287,587    1,669,052    11,031    2,443,694

Proposal 4—Approval, by a Non-Binding Vote, of the Frequency of Stockholder Advisory Votes on Executive Compensation

The Company’s stockholders voted, on an advisory basis, in favor of holding a future advisory stockholder vote to approve the Company’s executive compensation every three years. The voting results were as follows:

 

1 Year

  

2 Years

  

3 Years

  

Abstain

12,195,790    6,301    67,762,628    2,951

 

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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.

 

WILDHORSE RESOURCE DEVELOPMENT CORPORATION
By:   /s/ Kyle N. Roane
Name:   Kyle N. Roane
Title:   Executive Vice President, General Counsel and Corporate Secretary

Dated: May 22, 2017

 

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