Current Report Filing (8-k)
December 31 2020 - 8:01AM
Edgar (US Regulatory)
0001518832
false
0001518832
2020-12-30
2020-12-30
iso4217:USD
xbrli:shares
iso4217:USD
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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): December 30, 2020
WPX Energy, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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1-35322
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45-1836028
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(State or other jurisdiction
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(Commission File No)
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(IRS Employer Identification No.)
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of incorporation)
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3500
One Williams Center
Tulsa, Oklahoma 74172-0172
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(Address
of principal executive office) (Zip Code)
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Registrant’s telephone number, including
area code: 855-979-2012
Not Applicable
(Former names 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
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.01 par value
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WPX
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New York Stock Exchange
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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.
On December 30,
2020, WPX Energy, Inc., a Delaware corporation (“WPX” or the “Company”) held a special meeting of the Company’s
stockholders (the “Special Meeting”) virtually at 9:30 a.m. Central Time. At the Special Meeting, the Company’s
stockholders voted on and approved (a) a proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger,
dated as of September 26, 2020 (the “Merger Agreement”), by and among WPX, Devon Energy Corporation, a Delaware corporation
(“Devon”), and East Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Devon, and (b) a proposal
(the “Compensation Advisory Proposal”) to approve, on a non-binding advisory basis, the compensation that may be paid
or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger. The Proxy
Statement also contained a proposal to approve the adjournment of the Special Meeting to solicit additional proxies if there were
not sufficient votes at the time of the Special Meeting to approve the Merger Proposal or to ensure that any supplement or amendment
to the Proxy Statement was timely provided to the Company’s stockholders (the “Adjournment Proposal”) Prior
to the Special Meeting, the Company delivered a definitive joint proxy statement/prospectus (the “Proxy Statement”)
to its stockholders describing the Special Meeting, the Merger Proposal, the Compensation Advisory Proposal, the Adjournment Proposal
and the merger and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission on November
24, 2020.
At the Special
Meeting, the Merger Proposal was approved by the affirmative vote of the holders of a majority of the outstanding shares of the
Company’s common stock entitled to vote on the proposal. The Compensation Advisory Proposal was approved, on an advisory
basis, by the affirmative vote of the holders of a majority of the shares of the Company’s common stock entitled to vote
thereon and present in person or represented by proxy at the Special Meeting. The Adjournment Proposal was approved by the affirmative
vote of the holders of a majority of the Company’s common stock entitled to vote thereon and present in person or represented
by proxy at the Special Meeting
As disclosed in
the Proxy Statement, as of the close of business on November 4, 2020, the record date for the Special Meeting, there were 561,040,585
shares of the Company’s common stock, par value $0.01 per share, (“Company common stock”), outstanding and entitled
to vote. 488,350,711 shares of Company common stock were represented in person or by proxy at the Special Meeting, which constituted
a quorum to conduct business at the meeting. The following are the final voting results on the Merger Proposal, the Compensation
Advisory Proposal and the Adjournment Proposal, each of which is more fully described in the Proxy Statement.
Merger Proposal: The number of shared
voted for or against, as well as abstentions and broker-non votes, if applicable, with respect to the Merger Proposal at the Special
Meeting was:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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486,854,184
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797,646
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698,881
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0
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Compensation Advisory Proposal:
The number of shared voted for or against, as well as abstentions and broker-non votes, if applicable, with respect to the Compensation
Advisory Proposal at the Special Meeting was:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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470,510,994
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16,555,665
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1,284,052
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0
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Adjournment Proposal: The number
of shared voted for or against, as well as abstentions and broker-non votes, if applicable, with respect to the Adjournment Proposal
at the Special Meeting was:
Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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448,516,171
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38,964,319
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870,221
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0
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Item 8.01 Other Events.
With the approval
of the Merger Proposal, the Company expects the closing of the merger to occur on January 7, 2020, subject to the satisfaction
or waiver of the remaining conditions to close, each of which by their nature cannot be satisfied until the closing.
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.
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WPX Energy, Inc.
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Dated: December 31, 2020
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By:
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/s/ Stephen E. Brilz
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Stephen E. Brilz
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Vice President and Secretary
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