Current Report Filing (8-k)
28 11월 2018 - 5:02AM
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
November 27, 2018
(Date of earliest event reported)
Commission file number
1-7810
Energen Corporation
(Exact name of registrant as specified in its charter)
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Alabama
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63-0757759
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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605 Richard Arrington Jr. Boulevard North,
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Birmingham, Alabama
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35203-2707
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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
(205)
326-2700
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))
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
(§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
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Submission of Matters to a Vote of Security Holders
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A special meeting of the shareholders of Energen Corporation (
Energen
) was held on November 27, 2018. The special meeting was held in
order to vote upon the proposals set forth in the definitive joint proxy statement of Energen and Diamondback Energy, Inc. (
Diamondback
), filed with the U.S. Securities and Exchange Commission on October 25, 2018 (the
Proxy Statement
), to (1) approve the Agreement and Plan of Merger, dated as August 14, 2018 (the
Merger Agreement
), by and among Diamondback, Sidewinder Merger Sub Inc., a wholly owned subsidiary of
Diamondback (
Merger Sub
), and Energen (the
Merger Proposal
), pursuant to which Merger Sub will merge with and into Energen (the
Merger
) and (2) approve, by a
non-binding
advisory vote, certain compensation that may be paid or become payable to Energens named executive officers that is based on or otherwise relates to the Merger contemplated by the Merger Agreement
(the
Non-Binding
Compensation Advisory Proposal
).
At the special meeting, the Merger Proposal
was approved by the affirmative vote of
two-thirds
of the outstanding shares of Energens common stock entitled to vote on the proposal. The
Non-Binding
Compensation Advisory Proposal was approved, on an advisory basis, by the affirmative vote of a majority of the shares of Energens common stock present in person or represented by proxy at the special meeting and entitled to vote on the
proposal. Abstentions had the same effect as a vote against the Merger Proposal and the
Non-Binding
Compensation Advisory Proposal. Broker
non-votes
or failure to submit
a proxy or vote in person at the special meeting had the same effect as a vote against the Merger Proposal and no effect on the
Non-Binding
Compensation Advisory Proposal.
As of the close of business on October 19, 2018, the record date for the special meeting, there were 97,527,659 shares of Energens common
stock outstanding and entitled to vote. 79,597,863 shares of Energens 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 proposals considered and voted upon at the special meeting, each of which is more fully described in the Proxy Statement.
1.
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Merger Proposal
: The number of shares voted for or against, as well as abstentions and broker
non-votes,
if applicable, with respect to the Merger Proposal presented at the special meeting was:
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For
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79,175,091
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Against
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227,689
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Abstain
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195,083
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Broker non-votes
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0
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2.
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Non-Binding
Compensation Advisory Proposal
: The number of shares
voted for or against, as well as abstentions and broker
non-votes,
if applicable, with respect to the
Non-Binding
Compensation Advisory Proposal presented at the special
meeting was:
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For
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60,726,415
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Against
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18,469,517
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Abstain
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401,931
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Broker non-votes
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0
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On November 27, 2018, Energen and Diamondback issued a joint press release announcing the results of their respective special meetings held on
November 27, 2018. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The approval of the
Merger Proposal satisfies one of the final conditions to the closing of the Merger as set forth in the Merger Agreement.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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
thereunto duly authorized.
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ENERGEN CORPORATION
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November 27 , 2018
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By
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/s/ John K. Molen
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John K. Molen
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Vice President, General Counsel and Secretary of Energen Corporation
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Energen (NYSE:EGN)
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