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):   May 17, 2017

 

WPX Energy, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1- 35322

 

45-1836028

(State or Other Jurisdiction of

 

(Commission File Number)

 

(IRS Employer

Incorporation)

 

 

 

Identification No.)

 

3500 One Williams Center, Tulsa, Oklahoma

 

74172-0172

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:  855-979-2012

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o

 

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.  o

 

 

 


 

Item 5.02                                            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 17, 2017, the Board of Directors of WPX Energy, Inc. (the “ Company ”), acting on the recommendation of the Compensation Committee of the Board of Directors, amended and restated the Executive Severance Pay Plan (as amended and restated, the “ Plan ”) to include Richard E. Muncrief, the Company’s Chairman, President and Chief Executive Officer, whose employment agreement, which included severance benefits, recently expired in accordance with its terms.  The Plan sets Mr. Muncrief’s severance benefits at a multiple of two times base salary and two times the average incentive award over the three years prior to termination.  The severance benefits provided to the other members of the executive leadership team under the Plan are the same as those provided under the previous plan.  The full text of the Plan is included in this Current Report as Exhibit 10.1 and is incorporated herein in its entirety.

 

Item 5.07                                            Submission of Matters to a Vote of Security Holders

 

At the annual meeting of stockholders of the Company held on May 18, 2017, the following actions took place.

 

1.               Election of Directors.  The Company’s stockholders reelected Ms. Lubel and Messrs. Carrig, Granberry, Herdman, Kindick, Kurz, Lentz, Lorch, Lowrie, Muncrief and Work as directors of the Company for a one-year term based on the following votes.

 

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

 

John A. Carrig

 

327,146,800

 

2,132,389

 

139,445

 

29,128,338

 

William R. Granberry

 

327,814,703

 

1,470,247

 

133,684

 

29,128,338

 

Robert K. Herdman

 

328,004,390

 

1,271,499

 

142,745

 

29,128,338

 

Kelt Kindick

 

328,038,498

 

1,242,612

 

137,524

 

29,128,338

 

Karl F. Kurz

 

327,927,098

 

1,353,226

 

138,310

 

29,128,338

 

Henry E. Lentz

 

327,868,676

 

1,414,955

 

135,003

 

29,128,338

 

George A. Lorch

 

326,539,356

 

2,741,406

 

137,872

 

29,128,338

 

William G. Lowrie

 

327,728,265

 

1,571,870

 

118,366

 

29,128,338

 

Kimberly S. Lubel

 

319,018,133

 

10,265,776

 

134,725

 

29,128,338

 

Richard E. Muncrief

 

324,275,271

 

5,027,323

 

116,040

 

29,128,338

 

David F. Work

 

327,912,523

 

1,379,780

 

126,331

 

29,128,338

 

 

1


 

2.               Say on Pay.  The Company’s stockholders approved, on a non-binding advisory basis, the Company’s executive compensation based on the following votes.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

320,691,255

 

8,391,475

 

335,904

 

29,128,338

 

3.               Ratification of Appointment of Auditors.  The Company’s stockholders approved the ratification of the appointment of Ernst & Young LLP as the independent public accounting firm for the Company for the year ending December 31, 2017, based on the following votes.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

356,824,957

 

1,528,549

 

193,466

 

0

 

Item 9.01                      Financial Statements and Exhibits

 

(d)                                                             Exhibits

 

Exhibit

 

 

No.

 

Description

10.1

 

Amended and Restated WPX Energy Executive Severance Pay Plan

 

2


 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

 

WPX Energy, Inc.

 

 

 

 

 

 

 Date:

May 23, 2017

By:

/s/ Stephen E. Brilz

 

 

Name:

Stephen E. Brilz 

 

 

Title:

Vice President and Corporate Secretary

 

3


 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

10.1

 

Amended and Restated WPX Energy Executive Severance Pay Plan

 

4

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