ENCANA CORP - FORM 8-K - May 1, 2018

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EX-99.1 - EX-99.1 - ENCANA CORPd551312dex991.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

May 1, 2018

Date of Report (Date of earliest event reported)

Encana Corporation

(Exact name of registrant as specified in its charter)

 

Canada   1-15226   98-0355077

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

Suite 4400, 500 Centre Street SE, PO Box 2850

Calgary, Alberta, Canada, T2P 2S5

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (403) 645-2000

Not Applicable

(Former name or former address, if changed since last report.)

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.

`At the 2018 Annual Meeting of Shareholders held on May 1, 2018, the shareholders of Encana Corporation (the “Corporation”) voted on: (1) 10 nominated directors to be elected to the Corporation’s board (the “Board”) to serve until the close of the Corporation’s next annual meeting of shareholders or until their successors are elected or appointed; (2) the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent auditors until the close of the Corporation’s next annual meeting of shareholders; and (3) an advisory vote to approve the compensation of the Corporation’s named executive officers (a “Say-on-Pay vote”). The proposals are further described in the Corporation’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 23, 2018 (the “Proxy Statement”).

The tables below set forth the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes, for each matter voted upon by the Corporation’s shareholders.

 

1.

Election of Directors

The following individuals were elected to the Board:

 

Name of Nominee

    Votes For   Percent    Votes
Withheld		     Percent    Broker
Non-Votes

Peter A. Dea

    690,282,959   98.71%      9,019,703     1.29%    55,442,624

Fred J. Fowler

    686,553,161   98.18%      12,749,501     1.82%    55,442,624

Howard J. Mayson

    692,147,927   98.98%      7,154,735     1.02%    55,442,624

Lee A. McIntire

    686,862,604   98.22%      12,440,058     1.78%    55,442,624

Margaret A. McKenzie

    687,650,213   98.33%      11,652,449     1.67%    55,442,624

Suzanne P. Nimocks

    683,990,016   97.81%      15,312,646     2.19%    55,442,624

Brian G. Shaw

    694,970,380   99.38%      4,332,282     0.62%    55,442,624

Douglas J. Suttles

    695,213,975   99.42%      4,088,687     0.58%    55,442,624

Bruce G. Waterman

    680,842,132   97.36%      18,460,530     2.64%    55,442,624

Clayton H. Woitas

    680,417,321   97.30%      18,885,341     2.70%    55,442,624

 

2.

Appoint PricewaterhouseCoopers LLP as Independent Auditors

The shareholders approved the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as the Corporation’s independent auditors until the close of the Corporation’s next annual meeting of shareholders.

 

Votes For

    Percent     Votes
Withheld		      Percent     Broker
Non-Votes		  

736,475,396

      97.58 %      18,269,890        2.42 %      n/a  

3.

Advisory Vote to Approve Compensation of Named Executive Officers

The shareholders approved, on a non-binding advisory basis, the compensation of the Corporation’s named executive officers, as disclosed in the Proxy Statement.

 

Votes For

    Percent     Votes
Against		      Percent     Broker
Non-Votes		  

627,260,204

      89.70 %      72,047,026        10.30 %      55,438,056  

 

ITEM 8.01

Other Events.

On May 1, 2018, the Corporation issued a news release announcing the election of directors voting results from the 2018 Annual Meeting of Shareholders. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

   

Exhibit Description

Exhibit 99.1

   

News Release dated May 1, 2018.

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.

Dated: May 1, 2018

 

ENCANA CORPORATION

(Registrant)

By:

   /s/    Dawna I. Gibb
 

Name: Dawna I. Gibb

 

Title:   Assistant Corporate Secretary

EXHIBIT INDEX

 

Exhibit No.

   

Exhibit Description

Exhibit 99.1

   

News Release dated May 1, 2018.

ENCANA CORP Reports