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 16, 2017
Bill Barrett Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-32367 | 80-0000545 | ||||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||
1099 18th Street, Suite 2300 Denver, Colorado | 80202 | |||||
| (Address of principal executive office) | (Zip Code) | |||||
| (303) 293-9100 | ||||||
| (Registrant's telephone number, including area code) | ||||||
| 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:
| ¨ | 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 the Security Holders.
At the Bill Barrett Corporation (the “Company”) annual meeting of shareholders held on May 16, 2017, the results of the balloting were as follows:
Election of directors to our Board of Directors (the “Board”) to hold office until the annual meeting of shareholders to be held in the year 2018 and thereafter until their successors are duly elected and qualified.
| Name of Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Jim W. Mogg | 55,457,148 | 828,805 | 10,402,677 |
| William F. Owens | 50,938,307 | 5,347,646 | 10,402,677 |
| Edmund P. Segner, III | 55,574,781 | 711,172 | 10,402,677 |
| Randy I. Stein | 55,404,295 | 881,658 | 10,402,677 |
| Michael E. Wiley | 55,292,432 | 993,521 | 10,402,677 |
| R. Scot Woodall | 55,625,940 | 660,013 | 10,402,677 |
Proposal to approve an advisory (non-binding) resolution regarding the compensation of our named executive officers (“say-on-pay”).
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 49,016,740 | 7,145,444 | 123,770 | 10,402,677 |
Proposal to approve an advisory (non-binding) resolution regarding whether an advisory vote on the compensation of our named executive officers should be held every one, two or three years.
| 1 Year | 2 Year | 3 Year | Votes Abstaining | Broker Non-Votes |
| 48,748,997 | 78,870 | 7,385,827 | 72,259 | 10,402,677 |
Proposal to re-approve the 162(m) performance goals included in the Bill Barrett Corporation 2012 Equity Incentive Plan.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 52,421,864 | 3,786,823 | 77,266 | 10,402,677 |
Ratification of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.
| Votes For | Votes Against | Votes Abstaining |
| 66,172,213 | 395,817 | 120,601 |
Proposal to approve and adopt an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000.
| Votes For | Votes Against | Votes Abstaining |
| 56,181,848 | 10,246,134 | 260,647 |
Item 7.01. Other Events.
An updated corporate presentation for May 2017 will be posted on the Company's website at www.billbarrettcorp.com by 5:00 p.m. Mountain time on Tuesday, May 16, 2017.
All statements in the presentation, other than statements of historical fact, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ
materially from those in the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.
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.
| Date: | May 16, 2017 | BILL BARRETT CORPORATION | ||
| By: | /s/ Kenneth A. Wonstolen | |||
| Kenneth A. Wonstolen | ||||
| Senior Vice President - General Counsel; and Secretary | ||||