UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 28, 2020
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| Brigham Minerals, Inc. | ||||||||||||||
| (Exact name of registrant as specified in its charter) | ||||||||||||||
| Delaware | 001-38870 | 83-1106283 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
5914 W. Courtyard Drive, Suite 150 | ||||||||||||||
| Austin, TX 78730 | ||||||||||||||
| (Address of principal executive offices) (Zip Code) | ||||||||||||||
| Registrant’s Telephone Number, including Area Code: (512) 220-6350 | ||||||||||||||
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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:
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))
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Securities registered pursuant to section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A common stock, par value $0.01 | MNRL | New York Stock Exchange | ||||||||||||
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 x
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.
At the Annual Meeting of Stockholders of Brigham Minerals, Inc., a Delaware corporation (the “Company”), held on May 28, 2020 (the “Annual Meeting”), the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 17, 2020.
Proposal 1—Election of Directors
The Company’s stockholders elected the following nominees for Class I directors to serve three-year terms expiring at the 2023 Annual Meeting of Stockholders:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| W. Howard Keenan, Jr. | 34,047,700 | 13,188,709 | 5,459 | 3,222,736 | ||||||||||
| James R. Levy | 34,047,020 | 13,189,389 | 5,459 | 3,222,736 | ||||||||||
| Richard K. Stoneburner | 34,056,567 | 13,179,855 | 5,446 | 3,222,736 | ||||||||||
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 by the following vote:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 50,345,383 | 113,621 | 5,600 | — | ||||||||
Item 8.01 Other Events
On May 28, 2020, as part of the semiannual borrowing base redetermination, the Company’s borrowing base with respect to its revolving credit facility (the “Credit Facility”) was reduced from $180.0 million to $135.0 million, and its elected commitment amount for the Credit facility was reduced to $135.0 million. Wells Fargo Bank, N.A. serves as administrative agent under the Credit Facility.
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.
| Date: | June 1, 2020 | BRIGHAM MINERALS, INC. | |||||||||
| By: | /s/ Kari A. Potts | ||||||||||
| Name: | Kari A. Potts | ||||||||||
| Title: | Vice President, General Counsel and Secretary | ||||||||||