- Current report filing (8-K)
24 2월 2009 - 6:45AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
February 17, 2009
XTO
ENERGY INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
1-10662
|
75-2347769
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
810
Houston, Fort Worth Texas
|
76102
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(Registrant’s
Telephone Number, Including Area Code)
NONE
(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):
¨
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
5.03.
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On
February 17, 2009, the Board of Directors of the Company, upon the
recommendation of the Corporate Governance and Nominating Committee, approved
and adopted amendments to the Company’s Bylaws. The following
description is a summary of the material amendments to the Bylaws and is
qualified in its entirety by reference to the Amended and Restated Bylaws of XTO
Energy Inc., filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated herein by reference in response to this item.
In
addition to various clarifying and conforming amendments, the Bylaws were
amended in the following respects:
The
Bylaws were amended to provide that, in an uncontested election, each director
will be elected by the vote of the majority of votes cast with respect to that
director’s election, and that, in a contested election, each director will be
elected by a plurality of votes cast. For purposes of the election of
directors, a majority of the votes cast means the number of votes for that
nominee exceeds the number of votes cast against that nominee (with abstentions
and broker nonvotes not counted as a vote cast either for or against that
director’s election). In a contested election, the number of nominees
for director exceeds the number of directors to be elected. Prior to
the amendment, directors were elected by a majority of shares eligible to vote,
and that standard applied in the case of both contested and uncontested
elections.
In
addition, the advance notice requirements for director nominations and for
stockholder proposals (other than those subject to Rule 14a-8 under the
Securities Exchange Act of 1934) at an annual meeting of stockholders have been
revised to require that stockholders seeking to nominate individuals for
election as directors or make proposals provide additional information to the
Company. In particular, the revisions require disclosure of all forms
of ownership and other interests in the Company’s securities, including without
limitation, derivative positions, and all other relationships, agreements, and
understandings relating to the matter, the Company and its
securities. The Company may also require such additional information
as the Company may reasonably determine.
Item
8.01. Other Events.
Upon the
recommendation of the Corporate Governance and Nominating Committee, the Board
of Directors took two additional actions on February 17, 2009:
The Board
of Directors, in connection with the amendments to the Bylaws relating to the
majority vote for the election of directors, also amended the Company’s
Corporate Governance Guidelines to provide that an incumbent director may become
a nominee for further service on the Board only if the incumbent director
submits an irrevocable resignation that is contingent on not receiving a
majority of the votes cast in an uncontested election and the Board’s acceptance
of such resignation. If the incumbent director does not receive a
majority of the votes cast in an uncontested election, the Corporate Governance
and Nominating Committee will recommend to the Board whether to accept or reject
the resignation or whether other action should be taken. The Board
will decide whether to accept or reject the resignation, and make a public
disclosure of its decision, including the rationale behind its decision if the
resignation is rejected, within 90 days following the certification of election
results.
The Board
of Directors, subject to approval and adoption by the stockholders of the
Company at the 2009 annual meeting of stockholders, also approved and adopted
amendments to the Bylaws to declassify the Board in stages over the upcoming two
years. If approved and adopted by the stockholders, the Board will
cease to be classified, and all directors will be elected annually, commencing
with the election of directors at the annual meeting of stockholders to be held
in 2011.
Item
9.01. Financial Statements and Exhibits.
The
following exhibits are filed as part of this Current Report of Form
8-K:
Exhibit Number and
Description
|
3.1
|
Amended
and Restated Bylaws of XTO Energy Inc. as of February 17,
2009
|
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.
|
XTO
ENERGY INC.
|
|
|
|
|
Date: February
23, 2009
|
|
By:
|
|
|
|
|
Bennie
G. Kniffen
|
|
|
|
Senior
Vice President and
Controller
|
EXHIBIT
INDEX
Exhibit
Number and Description
|
3.1
Amended and Restated Bylaws of XTO Energy Inc. as of February 17,
2009
|
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