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 12, 2020
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 001-33999 | 95-3848122 | ||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
601 Carlson Parkway, Suite 990 Minnetonka, Minnesota | 55305 | ||||
(Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code (952) 476-9800
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 (17CFR 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.001 | NOG | NYSE American | ||||||||||||
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 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Northern Oil and Gas, Inc. (the “Company”) held on June 12, 2020, the stockholders voted on the following proposals. Each proposal is described in detail in the definitive proxy statement relating to the Annual Meeting.
Proposal One - Election of Directors
The following directors were elected based on the votes listed below:
| Director Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Bahram Akradi | 276,790,756 | 1,117,411 | 86,494,072 | |||||||||||||||||
| Lisa Bromiley | 276,452,340 | 1,455,827 | 86,494,072 | |||||||||||||||||
| Roy Easley | 277,119,148 | 789,019 | 86,494,072 | |||||||||||||||||
| Michael Frantz | 276,340,290 | 1,567,877 | 86,494,072 | |||||||||||||||||
| Robert Grabb | 263,798,919 | 14,109,248 | 86,494,072 | |||||||||||||||||
| Jack King | 263,579,577 | 14,328,590 | 86,494,072 | |||||||||||||||||
| Stuart Lasher | 277,074,138 | 834,029 | 86,494,072 | |||||||||||||||||
| Michael Popejoy | 276,558,471 | 1,349,696 | 86,494,072 | |||||||||||||||||
Proposal Two - Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 based on the votes listed below:
| For | Against | Abstain | ||||||||||||
| 362,918,574 | 1,025,712 | 457,953 | ||||||||||||
Proposal Three - Nonbinding Advisory Vote to Approve the Compensation of the Named Executive Officers
The stockholders approved, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the definitive proxy statement relating to the Annual Meeting, based on the votes listed below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 266,623,683 | 10,363,297 | 921,187 | 86,494,072 | |||||||||||||||||
The above proposals submitted to vote of security holders at the Annual Meeting are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2020.
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 15, 2020 | NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Chief Legal Officer and Secretary | ||||