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 11, 2021 |
WHITING PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-31899 | 20-0098515 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1700 Lincoln Street, Suite 4700 | ||
| Denver, Colorado | 80203-4547 | |
| (Address of principal executive offices) | (Zip Code) |
(303) 837-1661
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value | WLL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Whiting Petroleum Corporation (the “Company”) held its annual meeting of stockholders on May 11, 2021 (the “Annual Meeting”). Of the 39,000,022 shares outstanding as of the record date for the Annual Meeting, 31,227,468 shares were present or represented by proxy at the Annual Meeting. All proposals were approved by stockholders other than the approval, by advisory vote, of the compensation of the Company’s named executive officers. The items voted on at the Annual Meeting and the results of the voting on the matters submitted to the stockholders were as follows:
| 1. | Election of seven directors to hold office until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified. Each of the following nominees for director was elected at the Annual Meeting. |
| Shares Voted | ||||||||||||
| Name of Nominee | For | Withheld | Broker Non-Vote | |||||||||
| Janet L. Carrig | 23,928,603 | 131,224 | 7,167,641 | |||||||||
| Susan M. Cunningham | 23,956,511 | 103,316 | 7,167,641 | |||||||||
| Paul J. Korus | 23,922,705 | 137,122 | 7,167,641 | |||||||||
| Kevin S. McCarthy | 21,256,680 | 2,803,147 | 7,167,641 | |||||||||
| Lynn A. Peterson | 23,564,377 | 495,450 | 7,167,641 | |||||||||
| Daniel J. Rice IV | 19,567,754 | 4,492,073 | 7,167,641 | |||||||||
| Anne Taylor | 21,412,098 | 2,647,729 | 7,167,641 | |||||||||
| 2. | Approval, by advisory vote, of the compensation of the Company’s named executive officers. |
| Shares Voted | ||||||
| For | Against | Abstain | Broker Non-Vote | |||
| 5,426,646 | 18,601,671 | 31,509 | 7,167,641 | |||
| 3. | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2021. |
| Shares Voted | ||||||
| For | Against | Abstain | Broker Non-Vote | |||
| 31,109,556 | 96,016 | 21,896 | 0 | |||
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 12, 2021
| WHITING PETROLEUM CORPORATION | ||
| By: | /s/ M. Scott Regan | |
| Name: | M. Scott Regan | |
| Title: | Vice President, Legal, General Counsel and Secretary |