UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 8, 2020

CONTANGO OIL & GAS COMPANY

(Exact Name of Registrant as Specified in Charter)

717 Texas Ave., Suite 2900, Houston Texas 77002

(Address of Principal Executive Offices)

(713) 236-7400

(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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

Amended and Restated 2009 Incentive Compensation Plan

On June 8, 2020, the stockholders of the Company approved the third amendment to the Amended and Restated 2009 Incentive Compensation Plan (as amended, the “Plan”) in the form of an amendment and restatement of the Plan that, among other things, increases the number of shares of the Company’s common stock, par value $0.04 per share (the “Common Stock”), authorized for issuance pursuant to the Plan by 9,000,000 shares and increases the maximum aggregate number of shares of Common Stock that may be granted to any individual during any calendar year from 250,000 to 1,000,000 (collectively, the “Plan Amendment”) and eliminates certain outdated references to Section 162(m) of the Internal Revenue Code. The Company’s Board of Directors had previously adopted and approved the Plan Amendment, subject to stockholder approval.

The descriptions set forth herein is only a summary and is qualified in its entirety by the full text of the Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

On June 10, 2020, the Company filed an amendment (the “Charter Amendment”) to its Amended and Restated Certificate of Formation with the Secretary of State of the State of Texas to increase the number of authorized shares of Common Stock of the Company from 200,000,000 shares to 400,000,000 shares. The Charter Amendment was approved by the stockholders of the Company on June 8, 2020.

The foregoing description of the Charter Amendment is qualified in its entirety by reference to such Charter Amendment, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

The 2020 Annual Meeting of the Stockholders of the Company was held on June 8, 2020, in Houston, Texas. The following are the final voting results and a brief description of each matter submitted to the Company’s stockholders at that meeting. Each proposal is described in more detail in the 2020 Proxy.

Proposal 1: Election of Directors. The stockholders of the Company elected each of the five director nominees nominated by the Company’s Board of Directors, as follows: Joseph J. Romano, Wilkie S. Colyer, Jr., B.A. Berilgen, Lon McCain and John C. Goff were elected as directors and are eligible to serve a one-year term until the 2021 annual meeting.

The following is a tabulation of the voting results with respect to each director nominee:

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 by the following vote:

Proposal 3: The Compensation Advisory Vote. The Company’s Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following vote:

Proposal 4: Amendment to Certificate of Formation. The Company’s stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Formation to increase the number of authorized shares of Common Stock from 200,000,000 to 400,000,000 by the following vote:

Proposal 5: The Conversion Proposal. The Company’s stockholders approved the conversion all of the Company’s outstanding Series C Preferred Stock into, and the issuance upon such conversion of, 2,700,000 shares of Common Stock (the “Conversion”) by the following vote:

Upon the Conversion, such outstanding shares of Series C Preferred Stock were cancelled. Following the Conversion, the Company had [•] shares of Common Stock outstanding and no shares of preferred stock outstanding.

Proposal 6: The Amended and Restated 2009 Incentive Compensation Plan Proposal. The Company’s stockholders approved the Amended and Restated 2009 Incentive Compensation Plan by the following vote:

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.