UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
May 2, 2017
Date of Report (Date of earliest event reported)
Encana Corporation
(Exact name of registrant as specified in its charter)
Canada (State or other jurisdiction of incorporation) | 1-15226 (Commission File Number) | 98-0355077 (IRS Employer Identification No.) |
Suite 4400, 500 Centre Street SE, PO Box 2850
Calgary, Alberta, Canada, T2P 2S5
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code(403)645-2000
Not Applicable
(Former name or former address, if changed since last report.)
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)) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.
Large accelerated filer | ☑ | Accelerated filer | ☐ | |||||
Non-accelerated filer | ☐ | (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | ||||
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. ☐
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ITEM 5.07 Submission of Matters to a Vote of Security Holders.
At the 2017 Annual Meeting of Shareholders held on May 2, 2017, the shareholders of Encana Corporation (the “Corporation”) voted on: (1) 10 nominated directors to be elected to the Corporation’s board (the “Board”) to serve until the close of the Corporation’s next annual meeting of shareholders or until their successors are elected or appointed; (2) the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent auditors until the close of the Corporation’s next annual meeting of shareholders; (3) an advisory vote to approve the compensation of the Corporation’s named executive officers (a“Say-on-Pay vote”); and (4) an advisory vote on the frequency ofSay-on-Pay votes. The proposals are further described in the Corporation’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 23, 2017 (the “Proxy Statement”).
The tables below set forth the number of votes cast for, against or withheld, and the number of abstentions and brokernon-votes, for each matter voted upon by the Corporation’s shareholders.
1. | Election of Directors |
The following individuals were elected to the Board:
Name of Nominee | Votes For | Percent | Votes Withheld | Percent | Broker Non-Votes | |||||
Peter A. Dea | 535,096,388 | 99.12% | 4,761,912 | 0.88% | 50,377,962 | |||||
Fred J. Fowler | 526,182,537 | 97.47% | 13,675,763 | 2.53% | 50,377,962 | |||||
Howard J. Mayson | 536,778,320 | 99.43% | 3,079,980 | 0.57% | 50,377,962 | |||||
Lee A. McIntire | 524,559,330 | 97.17% | 15,298,970 | 2.83% | 50,377,962 | |||||
Margaret A. McKenzie | 523,577,985 | 96.98% | 16,280,435 | 3.02% | 50,377,842 | |||||
Suzanne P. Nimocks | 524,412,409 | 97.14% | 15,445,679 | 2.86% | 50,378,174 | |||||
Brian G. Shaw | 536,984,231 | 99.47% | 2,873,737 | 0.53% | 50,378,294 | |||||
Douglas J. Suttles | 537,166,485 | 99.50% | 2,691,815 | 0.50% | 50,377,962 | |||||
Bruce G. Waterman | 524,983,845 | 97.24% | 14,874,123 | 2.76% | 50,378,294 | |||||
Clayton H. Woitas | 526,447,416 | 97.52% | 13,410,552 | 2.48% | 50,378,294 |
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2. | Appoint PricewaterhouseCoopers LLP as Independent Auditors |
The shareholders approved the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as the Corporation’s independent auditors until the close of the Corporation’s next annual meeting of shareholders.
Votes For | Percent | Votes Withheld | Percent | Broker Non-Votes | ||||
585,416,416 | 99.18% | 4,819,846 | 0.82% | n/a |
3. | Advisory Vote to Approve Compensation of Named Executive Officers |
The shareholders approved, on anon-binding advisory basis, the compensation of the Corporation’s named executive officers, as disclosed in the Proxy Statement.
Votes For | Percent | Votes Against | Percent | Broker Non-Votes | ||||
334,917,382 | 62.04% | 204,943,899 | 37.96% | 50,374,981 |
4. | Advisory Vote on Frequency ofSay-onPay-Votes |
The shareholders approved, on anon-binding advisory basis, an annual frequency ofSay-on-Pay votes.
Votes for One Year | Percent | Votes for Two | Percent | Votes for Three | Percent | Abstentions | Percent | Broker Non-Votes | ||||||||
500,125,146 | 98.50% | 1,290,001 | 0.25% | 5,573,136 | 1.10% | 721,087 | 0.15% | 82,526,892 |
ITEM 8.01 Other | Events. |
On May 2, 2017, the Corporation issued a news release announcing the election of directors voting results from the 2017 Annual Meeting of Shareholders. A copy of the news release is attached as Exhibit 99.1 to this Current Report onForm 8-K.
ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Exhibit Description |
Exhibit 99.1 News Release dated May 2, 2017.
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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.
Dated: May 4, 2017
ENCANA CORPORATION | ||||
(Registrant) | ||||
By: | /s/ Dawna I. Gibb | |||
Name: Dawna I. Gibb | ||||
Title: Assistant Corporate Secretary |
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EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
Exhibit 99.1 | News Release dated May 2, 2017. |