ren-8k_20150608.htm

 

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 8, 2015

 

 

RESOLUTE ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 


001-34464

 

27-0659371

 

(State or other jurisdiction of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer Identification Number)

 

 

 

1700 Lincoln Street, Suite 2800

Denver, CO

80203

 

(Address of principal executive offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code:  303-534-4600

 

 

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))

 

 


 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

Resolute Energy Corporation (the “Company”) held its Annual Meeting of Stockholders on June 8, 2015. Of the 77,423,098 shares of common stock issued and outstanding as of the record date, 68,519,418 shares of common stock (approximately 88.50%) were present or represented by proxy at the Annual Meeting. The results of the voting on the matters submitted to the stockholders are as follows:

 

(1) Election of Nicholas J. Sutton and Gary L. Hultquist as Class III Directors, to serve until the 2018 annual meeting of stockholders or until their successors have been duly elected and qualified:

 

NAME

FOR

WITHHELD

BROKER
NON-VOTES

Nicholas J. Sutton

50,945,621

653,830

16,919,967

Gary L. Hultquist

28,692,683

22,906,768

16,919,967

 

(2) Election of Thomas O. Hicks, Jr. as a Class II Director, to serve until the 2017 annual meeting of stockholders or until his successor has been duly elected and qualified:

 

NAME

FOR

WITHHELD

BROKER
NON-VOTES

Thomas O. Hicks, Jr.

51,082,641

516,810

16,919,967

 

(3) Approval, by non-binding advisory vote, of the compensation paid to the Company’s Named Executive Officers:

 

FOR

AGAINST

ABSTAIN

BROKER
NON-VOTES

15,008,390

36,400,220

190,841

16,919,967

 

(4)  An approval of an amendment to the Company’s 2009 Performance Incentive Plan to (i) increase the maximum number of shares available for award under the plan by 3,100,000 shares and (ii) make certain other administrative amendments to the plan:

 

FOR

AGAINST

ABSTAIN

BROKER
NON-VOTES

50,824,696

753,930

20,825

16,919,967

 

(5)  An approval to (i) effect a reverse stock split of our common stock at any time prior to December 31, 2015 at one of seven reverse split ratios, 1-for-2, 1-for-5, 1-for-10, 1-for-15, 1-for-20, 1-for-25 or 1-for-30, as determined by our Board of Directors in its sole discretion, and (ii) if and when the reverse stock split is effected, reduce the number of authorized shares of our common stock by the reverse split ratio determined by our Board of Directors:

 

FOR

AGAINST

ABSTAIN

BROKER
NON-VOTES

65,162,387

3,196,202

160,826

3

 

 


 

(6) Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015:

 

FOR

AGAINST

ABSTAIN

66,692,224

122,066

1,705,128

 

 

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 9, 2015

 

RESOLUTE ENERGY CORPORATION

 

 

 

 

 

 

By:

/s/ Michael N. Stefanoudakis

 

 

 

  Michael N. Stefanoudakis

 

 

 

  Senior Vice President