Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - EXCO RESOURCES INC | d381158dex991.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 31, 2017
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 001-32743
| Texas | 74-1492779 | |
| (State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
| 12377 Merit Drive Suite 1700 Dallas, Texas |
75251 | |
| (Address of principal executive offices) | (Zip Code) |
(214) 368-2084
(Registrant’s telephone number, including area code)
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 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 31, 2017, EXCO Resources, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”), at which the following proposals were voted upon:
| 1. | Election of each of the following director nominees for a one-year term on the Company’s Board of Directors (the “Board”): (i) B. James Ford, (ii) Anthony R. Horton, (iii) Randall E. King, (iv) Samuel A. Mitchell, (v) Robert L. Stillwell, (vi) Stephen J. Toy and (vii) C. John Wilder. |
| Number of Shares | ||||||||||||
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| B. James Ford |
175,113,392 | 2,921,809 | 77,681,553 | |||||||||
| Anthony R. Horton |
175,746,760 | 2,288,441 | 77,681,553 | |||||||||
| Randall E. King |
175,573,584 | 2,461,617 | 77,681,553 | |||||||||
| Samuel A. Mitchell |
175,568,076 | 2,467,125 | 77,681,553 | |||||||||
| Robert L. Stillwell |
172,969,624 | 5,065,577 | 77,681,553 | |||||||||
| Stephen J. Toy |
175,651,087 | 2,384,114 | 77,681,553 | |||||||||
| C. John Wilder |
175,428,041 | 2,607,160 | 77,681,553 | |||||||||
| 2. | Approval, pursuant to Section 312.03 of the New York Stock Exchange Listed Company Manual, of the issuance of the Company’s common stock for interest due under the Company’s senior secured 1.5 lien notes and its senior secured 1.75 lien term loans and upon the exercise of outstanding warrants to purchase common stock. |
| Number of Shares |
||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 166,389,279 | 10,895,843 | 750,079 | 77,681,553 | |||||||||||
| 3. | Approval of an amendment to the Company’s certificate of formation to effect a reverse stock split at a ratio of between 1-for-10 and 1-for-20 (the “Reverse Stock Split”). |
| Number of Shares |
||||||||||
| For | Against | Abstentions | ||||||||
| 242,272,649 | 12,211,304 | 1,232,801 | ||||||||
| 4. | Advisory vote to approve executive compensation. |
| Number of Shares |
||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 165,224,982 | 11,942,452 | 867,767 | 77,681,553 | |||||||||||
| 5. | Advisory vote to determine the frequency of future advisory votes on the Company’s executive compensation. |
| Number of Shares |
||||||||||||||||||
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 171,527,875 | 733,141 | 3,032,837 | 2,741,348 | 77,681,553 | ||||||||||||||
1
As recommended by the Board and approved by the stockholders on an advisory basis, the Company will hold an annual advisory vote on executive compensation.
| 6. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm. |
| Number of Shares |
||||||||||
| For | Against | Abstentions | ||||||||
| 252,204,153 | 2,037,255 | 1,475,346 | ||||||||
| 7. | Approval of any adjournments of the Annual Meeting, if necessary or appropriate, to permit the solicitation of additional proxies if there are not sufficient votes at the time of the Annual Meeting to adopt proposal 2 or 3. |
| Number of Shares |
||||||||||
| For | Against | Abstentions | ||||||||
| 237,919,747 | 16,070,348 | 1,726,659 | ||||||||
Each of the proposals received a sufficient number of votes to be approved.
| Item 7.01 | Regulation FD Disclosure. |
On June 1, 2017, the Company issued a press release announcing the Reverse Stock Split and the results of the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 (including the information in Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 99.1 | Press release, dated June 1, 2017, issued by EXCO Resources, Inc. | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 1, 2017 | By: | /S/ Heather Lamparter | ||||
| Name: | Heather Lamparter | |||||
| Title: | Vice President, General Counsel and Secretary |
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Press release, dated June 1, 2017, issued by EXCO Resources, Inc. | |