- Current report filing (8-K)
June 06 2012 - 4:47PM
Edgar (US Regulatory)
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 5
, 2012
VENOCO, INC.
(Exact name of registrant as specified in its charter)
Delaware
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333-123711
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77-0323555
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer
Identification Number)
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370 17
th
Street, Suite 3900
Denver, Colorado
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80202-1370
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(303) 626-8300
N/A
(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 (
see
General Instruction A.2. below):
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))
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 5, 2012, Venoco, Inc. (the Company) held a special meeting of stockholders (the Special Meeting). There were 53,997,856 shares of Company common stock represented in person or by proxy at the Special Meeting, representing 87.9% of the shares entitled to vote at the meeting. The Special Meeting was held (i) to consider and vote on a proposal (the Merger Agreement Proposal), to adopt and approve the Agreement and Plan of Merger, dated as of January 16, 2012, by and among the Company, Timothy M. Marquez, the Companys Chairman and CEO, and certain affiliates of Mr. Marquez (the Merger Agreement), and (ii) to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes to approve the Merger Agreement Proposal (the Adjournment Proposal).
The Merger Agreement Proposal was approved as follows:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-
VOTES
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48,332,099
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5,145,476
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520,281
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Pursuant to the terms of the Merger Agreement, the Merger Agreement Proposal was also approved by a majority of the outstanding shares of the Companys common stock excluding shares owned by Mr. Marquez, the affiliated entities of Mr. Marquez that are parties to the Merger Agreement, their respective affiliates, and directors, officers and other employees of the Company and its subsidiaries. Because the Merger Agreement Proposal was approved, the Adjournment Proposal was moot.
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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: June 6, 2012
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VENOCO, INC.
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By:
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/s/ Timothy M. Marquez
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Name: Timothy M. Marquez
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Title: Chief Executive Officer
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