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
RICE ENERGY INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36273 | 46-3785773 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2200 Rice Drive
Canonsburg, Pennsylvania 15317
(Address of Principal Executive Offices) (Zip Code)
(724) 271-7200
(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.
Rice Energy Inc. (the “Company”) held its Annual Meeting of Stockholders in Canonsburg, Pennsylvania on May 31, 2017 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders were requested to (1) elect two Class III directors to serve on the Board of Directors (the “Board”) for a term of office expiring at the Company’s 2020 annual meeting of stockholders, (2) approve, on an advisory basis, the compensation of the Company’s executive officers, and (3) ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The following are the final voting results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company’s proxy statement, which was filed with the Securities and Exchange Commission on April 17, 2017.
Proposal No. 1: The election of two Class III directors nominated by our Board to serve until the Company’s 2020 annual meeting of stockholders was approved as follows:
| Director Name |
For | Withheld | Broker Non-Votes | |||||||||
| Daniel J. Rice III |
153,933,084 | 36,329,391 | 7,581,376 | |||||||||
| John McCartney |
157,904,573 | 32,357,902 | 7,581,376 | |||||||||
There were no abstentions on this proposal.
Proposal No. 2: The compensation of the Company’s executive officers was approved, on an advisory basis, as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 186,312,050 | 3,872,065 | 78,359 | 7,581,377 |
Proposal No. 3: The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was approved as follows:
| For | Against | Abstain | ||
| 197,369,618 | 447,229 | 27,004 |
There were no broker non-votes on this proposal.
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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.
| RICE ENERGY INC. | ||
| By: | /s/ Daniel J. Rice IV | |
| Daniel J. Rice IV | ||
| Director, Chief Executive Officer | ||
Dated: June 1, 2017
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