UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): August 6, 2019 (May 22, 2019)
ULTRA PETROLEUM CORP.
(Exact Name of Registrant as Specified in its Charter)
Yukon, Canada | 001-33614 | N/A | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
116 Inverness Drive East, Suite 400 Englewood, Colorado | 80112 | |||
(Address of principal executive offices) | (Zip code) |
(303) 708-9740
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered | ||
Common Shares, without par value | UPLC | OOTCQX |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
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. ☐
EXPLANATORY NOTE
This Current Report on Form8-K/A (the “Amendment”) amends the Form8-K filed by Ultra Petroleum Corp. (the “Company”) on May 24, 2019 with the U.S. Securities and Exchange Commission (the “Original Form8-K”). The Original Form8-K reported the final voting results of the Company’s combined 2019 and 2018 Annual and Special Meeting of Shareholders (the “Annual Meeting”) under Item 5.07. The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers. No other changes have been made to the Original Form8-K.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
As reported in the Original Form8-K, at the Annual Meeting, in accordance with the recommendation of the board of directors of the Company (the “Board of Directors”), the Company’s shareholders approved, on an advisory basis, “One Year” as the preferred frequency of solicitation of shareholder advisory votes on the compensation of the Company’s named executive officers. Consistent with the voting results at the Annual Meeting, the Board of Directors of the Company has determined to hold an annualnon-binding advisory vote on executive compensation.
Accordingly, the Company will request an advisory vote on executive compensation annually through 2025, when the next shareholder vote on the frequency ofsay-on-pay votes is required, or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interests of the Company’s shareholders.
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.
August 12, 2019
ULTRA PETROLEUM CORP. | ||
By: | /s/ Kason D. Kerr | |
Name: | Kason D. Kerr | |
Title: | Vice President, General Counsel and Corporate Secretary |