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): June 1, 2017 (May 30, 2017)
PDC Energy, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE |
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001-37419 |
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95-2636730 |
(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
incorporation or organization) |
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File Number) |
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Identification Number) |
1775 Sherman Street, Suite 3000
Denver, Colorado 80203
Registrants telephone number, including area code: (303) 860-5800
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):
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))
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 o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
PDC Energy, Inc. (the Company) held its annual meeting of stockholders on May 30, 2017 (the Annual Meeting). Holders of 65,782,611 shares of the Companys common stock outstanding at the close of business on the record date of March 30, 2017 were entitled to vote at the meeting, of which 58,615,114 shares, or approximately 89% of those entitled to vote, were represented in person or by proxy at the annual meeting.
The certified results of the matters voted upon at the annual meeting, which are more fully described in the Companys proxy statement, are as follows:
PROPOSAL # 1 Election of Class I Directors
David C. Parke |
For: |
53,719,139 |
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Withheld: |
3,323,182 |
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Broker Non-Votes: |
1,572,793 |
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Jeffrey C. Swoveland |
For: |
55,364,673 |
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Withheld: |
1,677,648 |
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Broker Non-Votes: |
1,572,793 |
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PROPOSAL # 2 Ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017
For: |
57,990,578 |
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Against: |
603,947 |
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Abstain: |
20,589 |
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PROPOSAL # 3 Approve, on an advisory basis, the compensation of the Companys Named Executive Officers
For: |
54,457,548 |
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Against: |
2,379,385 |
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Abstain: |
205,388 |
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Broker Non-Votes: |
1,572,793 |
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PROPOSAL # 4 Approve, on an advisory basis, the frequency (every one, two or three years) of future advisory votes on the compensation of the Companys Named Executive Officers
One Year: |
48,744,729 |
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Two Years: |
10,298 |
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Three Years: |
8,249,618 |
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Abstain: |
37,676 |
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Broker Non-Votes: |
1,572,793 |
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With respect to Proposal #4 and after consideration of the advisory vote of the Company's stockholders at the Annual Meeting, the Companys Board of Directors has determined to continue to hold the advisory stockholder vote on the compensation of the Companys Named Executive Officers on an annual basis.
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: June 1, 2017
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PDC Energy, Inc. | |
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By: |
/s/ Daniel W. Amidon |
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Daniel W. Amidon |
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General Counsel and Secretary |