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
Date of Report (Date of earliest event reported): December 4, 2019
ROAN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-32720 | 83-1984112 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
14701 Hertz Quail Springs Pkwy
Oklahoma City, OK 73134
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (405)896-8050
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock, par value $0.001 per share | ROAN | 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) orRule 12b-2 of the Securities Exchange Act of1934 (§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. ☐
Introductory Note
On December 4, 2019, Roan Resources, Inc. (“Roan” or the “Company”) held a Special Meeting for Roan stockholders to vote on three proposals, pursuant to the Agreement and Plan of Merger, dated as of October 1, 2019 (the “Merger Agreement”) by and among Citizen Energy Operating, LLC (“Citizen”), Citizen Energy Pressburg Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Citizen and Roan. Pursuant to the Merger Agreement, Merger Sub will merge with and into Roan, with Roan continuing as the surviving corporation in the Merger. As a result of the Merger, Roan will become a wholly-owned subsidiary of Citizen.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 4, 2019, at a Special Meeting, Roan stockholders voted on three proposals that are described in detail in Roan’s definitive proxy statement (as filed with the Securities and Exchange Commission on November 4, 2019). The final voting results are disclosed below.
1. | Merger Proposal.The number of shares voted for or against, as well as abstentions and brokernon-votes, if applicable, with respect to the Merger Proposal presented at the Special Meeting was: |
Votes For | Votes Against | Abstentions | ||
136,875,069 | 540,446 | 21,567 |
2. | Non-Binding, Advisory Compensation Proposal. The number of shares voted for or against, as well as abstentions and brokernon-votes, if applicable, with respect to theNon-Binding, Advisory Compensation Proposal presented at the Special Meeting was: |
Votes For | Votes Against | Abstentions | ||
132,996,718 | 4,276,616 | 163,748 |
3. | Adjournment Proposal. The number of shares voted for or against, as well as abstentions and brokernon-votes, if applicable, with respect to the Adjournment Proposal presented at the Special Meeting was: |
Votes For | Votes Against | Abstentions | ||
135,946,864 | 1,454,754 | 35,464 |
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.
ROAN RESOURCES, INC. | ||||||
Dated: December 4, 2019 | By: | /s/ David Edwards | ||||
Name: | David Edwards | |||||
Title: | Chief Financial Officer |