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 5, 2012
DUNE ENERGY, INC.
(Exact name of registrant as specified in its charter)
| | | | | | |
| Delaware | | 000-27897 | | 95-4737507 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| |
Two Shell Plaza 777 Walker Street, Suite 2300 Houston, Texas | | 77002 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (713) 229-6300
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 (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 5.07 | Submission of Matters to a Vote of Security Holders. |
On Tuesday, June 5, 2012, Dune Energy, Inc. (the “Company”) held its 2012 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, three items were submitted to stockholders for vote: (i) the election of seven nominees to serve on the board of directors (the “Board”) during 2012 and until our next annual meeting, (ii) the approval of the Dune Energy, Inc. 2012 Stock Incentive Plan (the “Plan”) and (iii) the ratification of the appointment of MaloneBailey LLP as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2012. There were no solicitations in opposition to the Board’s solicitations. Out of a total of 39,410,844 shares of common stock outstanding and entitled to vote, 33,139,095 shares (84.09%) were present at the meeting in person or by proxy.
Election of Directors
There were seven nominees for election to serve as directors. Each of the nominees for election to the Board was a director at the time of the Annual Meeting. The final results of the voting with respect to each nominee to the board were as follows:
| | | | | | |
| Nominee | | For | | Withheld | | Broker Non-Votes |
Michael R. Keener | | 32,184,338 | | 30,608 | | 924,149 |
Stephen P. Kovacs | | 32,179,024 | | 35,992 | | 924,149 |
Alexander A. Kulpecz, Jr. | | 32,184,284 | | 30,662 | | 924,149 |
Emanuel R. Pearlman | | 32,140,069 | | 74,877 | | 924,149 |
Robert A. Schmitz | | 32,179,025 | | 35,921 | | 924,149 |
Eric R. Stearns | | 32,184,347 | | 30,599 | | 924,149 |
James A. Watt | | 32,189,192 | | 25,754 | | 924,149 |
There were no votes against.
Approval of the Plan
The final results of the voting with respect to the approval of the Plan were as follows:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
30,115,341 | | 2,093,338 | | 267 | | 924,149 |
Ratification of the Appointment of MaloneBailey LLP as Independent Registered Public Accounting Firm for
the Company for the Fiscal Year ending December 31, 2012
The final results of the voting with respect to the ratification of the appointment of MaloneBailey LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2012 were as follows:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
33,099,156 | | 22,695 | | 17,244 | | — |
| Item 7.01 | Regulation FD Disclosure |
On June 5, 2012, the Company posted an investor presentation to its website discussing, among other things, the business and affairs of the Company. The investor presentation is available on our website at http://www.duneenergy.com.
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The information included in this Item 7.01 to this Current Report on Form 8-K shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Please note that the internet address included herein is for information purposes only and is not intended to be a hyperlink. Accordingly, no information found or provided at that internet address or at our website in general is intended or deemed to be incorporated by reference herein. Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 7.01 hereto shall not be incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
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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.
| | | | | | |
| | | | DUNE ENERGY, INC. |
| | | |
| Date: June 5, 2012 | | | | By: | | /s/ James A. Watt |
| | | | Name: | | James A. Watt |
| | | | Title: | | Chief Executive Officer |
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