Current Report Filing (8-k)
April 28 2020 - 4:58PM
Edgar (US Regulatory)
0001725526false00017255262020-04-282020-04-28
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): April 28, 2020
HighPoint Resources Corporation
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
001-38435
|
|
82-3620361
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(IRS Employer Identification Number)
|
555 17th Street, Suite 3700
Denver, Colorado 80202
(Address of principal executive offices, including zip code)
(303) 293-9100
(Registrant's telephone number, including area code)
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))
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
|
|
|
Title of each class
|
|
Trading symbol
|
|
Name of each exchange on which registered
|
|
Common Stock, $.001 par value
|
|
HPR
|
|
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 ☐
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 the Security Holders.
At the Company's annual meeting of shareholders held on April 28, 2020, the results of the balloting were as follows:
1.Election of directors to our Board of Directors to hold office until the annual meeting of shareholders to be held in the year 2021 and thereafter until their successors are duly elected and qualified.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Nominee
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
|
Mark S. Berg
|
|
169,122,154
|
|
3,930,584
|
|
14,012,027
|
|
Scott A. Gieselman
|
|
166,440,832
|
|
6,611,906
|
|
14,012,027
|
|
Craig S. Glick
|
|
166,375,869
|
|
6,676,869
|
|
14,012,027
|
|
Lori A. Lancaster
|
|
168,762,170
|
|
|
4,290,568
|
|
14,012,027
|
|
Jim W. Mogg
|
|
168,155,837
|
|
4,896,901
|
|
14,012,027
|
|
Edmund P. Segner, III
|
|
169,358,433
|
|
3,694,305
|
|
14,012,027
|
|
Randy I. Stein
|
|
168,349,166
|
|
4,703,572
|
|
14,012,027
|
|
R. Scot Woodall
|
|
168,937,317
|
|
4,115,421
|
|
14,012,027
|
2.Proposal to approve an advisory (non-binding) resolution regarding the compensation of our named executive officers ("say-on-pay").
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
Broker Non-Votes
|
|
166,733,229
|
|
5,862,174
|
|
457,335
|
|
14,012,027
|
3.Ratification of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
186,442,440
|
|
317,720
|
|
304,605
|
4.Proposal to amend the HighPoint Resources Corporation 2012 Equity Incentive Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
Broker Non-Votes
|
|
169,116,094
|
|
3,559,130
|
|
313,270
|
|
14,012,027
|
5.Proposal to amend our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock, at a reverse stock split ratio ranging between 1-for-10 and 1-for-100, and a proportionate reduction in the number of authorized shares of our common stock, with an exact ratio as may be determined by our Board in its sole discretion at a later date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstaining
|
|
185,526,024
|
|
1,225,471
|
|
313,270
|
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description of Exhibits
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
SIGNATURE
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:
|
April 28, 2020
|
|
HIGHPOINT RESOURCES CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kenneth A. Wonstolen
|
|
|
|
|
|
Kenneth A. Wonstolen
|
|
|
|
|
|
Senior Vice President - General Counsel; and Secretary
|
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description of Exhibits
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
HighPoint Resources (NYSE:HPR)
Historical Stock Chart
From Jun 2024 to Jul 2024
HighPoint Resources (NYSE:HPR)
Historical Stock Chart
From Jul 2023 to Jul 2024
