Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
On June 28, 2019, Chaparral Energy, Inc. (the “Company”) held its annual meeting (the “Annual Meeting”) of stockholders (the “Stockholders”) at the Company’s corporate office at 701 Cedar Lake Boulevard, Oklahoma City, OK 73114. At the Annual Meeting, the Company’s stockholders approved the Chaparral Energy, Inc. 2019 Long-Term Incentive Plan (the “LTIP”). The LTIP, which became effective on June 28, 2019, replaces the Chaparral Energy, Inc. Management Incentive Plan, adopted effective August 16, 2017 (the “MIP”). The Company’s Board of Directors (the “Board”) had previously approved the LTIP on May 2, 2019, subject to stockholder approval.
The MIP was frozen as of the effective date of the LTIP so that no further awards will be granted under the MIP. Outstanding awards under the MIP will continue to be governed by the terms of the MIP until vested, exercised, expired or otherwise terminated or canceled.
The LTIP authorizes the Company to issue up to 3,500,000 shares of Class A common stock, par value $0.01 per share (“Common Stock”) of the Company. This represents an increase of 1,627,435 shares over the shares remaining available under the MIP as of the date the Board approved the LTIP. The number of authorized shares available for issuance under the LTIP will be increased by any shares of the Common Stock subject to awards under the MIP that, following the approval of the LTIP, would have become available under the terms of the MIP as a result of cancellation, forfeiture, termination or payment of an exercise price or withholding taxes.
The principal terms of the LTIP are described in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on May 23, 2019, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form8-K and incorporated in this Item 5.02 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, Stockholders representing 41,207,079, or 88.92%, of the shares of the Common Stock of the Company outstanding and entitled to vote as of the record date, May 6, 2019, were represented at the meeting either in person or by proxy.
The matters proposed to the Stockholders for a vote were: (i) the election of each of K. Earl Reynolds, Robert F. Heinemann, Douglas E. Brooks, Matthew D. Cabell, Samuel Langford, Kenneth W. Moore, Marcus Rowland, and Gysle Shellum as members of the Company’s Board of Directors, (ii) the approval of the Chaparral Energy, Inc. 2019 Long-Term Incentive Plan, (iii) an advisory vote on the compensation of the Company’s named executive officers as disclosed in the proxy statement distributed in connection with the Annual Meeting, (iv) an advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers, and (v) the ratification of the Company’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
The final voting results of the Annual Meeting are set forth below.
Proposal One
Each of the director nominees was elected to the Board of Directors of the Company to serve until the next Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified. The results of the votes with respect to their respective elections were as follows:
| | | | | | | | | | | | | | | | |
Nominees | | Votes For | | | Votes
Against | | | Abstentions | | | Broker
Non-Votes | |
K. Earl Reynolds | | | 36,282,836 | | | | 232,252 | | | | 15,258 | | | | 4,676,733 | |
Robert F. Heinemann | | | 36,260,924 | | | | 254,064 | | | | 15,358 | | | | 4,676,733 | |
Douglas E. Brooks | | | 36,168,442 | | | | 346,046 | | | | 15,858 | | | | 4,676,733 | |
Matthew D. Cabell | | | 36,229,163 | | | | 285,825 | | | | 15,358 | | | | 4,676,733 | |
Samuel Langford | | | 36,252,672 | | | | 262,316 | | | | 15,358 | | | | 4,676,733 | |
Kenneth W. Moore | | | 35,869,738 | | | | 645,250 | | | | 15,358 | | | | 4,676,733 | |
Marcus Rowland | | | 36,280,647 | | | | 213,923 | | | | 35,776 | | | | 4,676,733 | |
Gysle Shellum | | | 36,300,853 | | | | 214,115 | | | | 15,378 | | | | 4,676,733 | |
