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 25, 2017
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
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| | |
| Minnesota | 001-33999 | 95-3848122 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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| |
601 Carlson Parkway, Suite 990
Minnetonka, Minnesota | 55305 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (952) 476-9800
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):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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 Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §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. ¨
Item 5.07 - Submission of Matters to a Vote of Security Holders
At the 2017 Annual Meeting of Shareholders of Northern Oil and Gas, Inc. (the “Company”) held on May 25, 2017, the shareholders voted on the following:
Proposal One - Election of Directors
The following directors were elected based on the votes listed below:
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| | | | | | | | | |
| Director Nominee | | For | | Withheld | | Broker Non-Votes |
| Lisa Bromiley | | 35,980,579 |
| | 865,888 |
| | 17,162,031 |
|
| Michael Frantz | | 36,222,014 |
| | 624,453 |
| | 17,162,031 |
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| Robert Grabb | | 36,017,043 |
| | 829,424 |
| | 17,162,031 |
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| Delos Cy Jamison | | 36,134,035 |
| | 712,432 |
| | 17,162,031 |
|
| Jack King | | 36,017,078 |
| | 829,389 |
| | 17,162,031 |
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| Michael Popejoy | | 36,209,322 |
| | 637,145 |
| | 17,162,031 |
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| Richard Weber | | 36,122,614 |
| | 723,853 |
| | 17,162,031 |
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Proposal Two - Ratification of the Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2017
The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 based on the votes listed below:
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| | | | | | | |
| For | | Against | | Abstain |
| 53,268,582 |
| | 220,405 |
| | 519,511 |
|
Proposal Three - Nonbinding Advisory Vote to Approve the Compensation of the Named Executive Officers
The shareholders approved, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the proxy statement distributed in connection with the 2017 Annual Meeting of Shareholders, based on the votes listed below:
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| | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 33,392,830 |
| | 2,886,053 |
| | 567,584 |
| | 17,162,031 |
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Proposal Four - Nonbinding Advisory Vote on the Frequency of Holding Future Advisory Votes to Approve the Compensation of the Named Executive Officers
The shareholders expressed a preference for an annual nonbinding advisory vote on the compensation of the Company’s executive officers, based on the votes listed below:
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| | | | | | | | | | | | | |
| Every Year | | Every 2 Years | | Every 3 Years | | Abstain | | Broker Non-Votes |
| 35,949,652 |
| | 96,860 |
| | 334,996 |
| | 464,959 |
| | 17,162,031 |
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In light of the voting results on this Proposal Four, the Company's Board of Directors has determined that it will include an advisory, nonbinding shareholder vote on executive compensation in the Company's proxy materials every year until the next required advisory vote on the frequency of shareholder votes on executive compensation.
The above proposals submitted to vote of security holders at the 2017 Annual Meeting of Shareholders are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2017.
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.
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| Date: May 25, 2017 | NORTHERN OIL AND GAS, INC. By /s/ Erik J. Romslo Erik J. Romslo Executive Vice President, General Counsel and Secretary
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