| Item 5.02 | Departure of Certain Directors or Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As further described below in Item 5.07, on May 16, 2019, at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Concho Resources Inc. (the “Company”), the stockholders of the Company approved and adopted the Concho Resources Inc. 2019 Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan constitutes an amendment and restatement of the Company’s 2015 Stock Incentive Plan which previously had been approved by the Company’s Board of Directors (the “Board”) and the Company’s stockholders in 2015.
Previously, on March 25, 2019, the Board approved the Stock Incentive Plan, which increases the number of shares of common stock that the Company may issue under the plan, and the number of shares of common stock that may be issued under the plan through incentive stock options, by 4,500,000 shares.
For a description of the terms and conditions of the Stock Incentive Plan, please refer to “Approval of the Concho Resources Inc. 2019 Stock Incentive Plan” on pages30-35 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2019 (the “Proxy Statement”), which description is incorporated herein by reference.
The description of the Stock Incentive Plan contained herein and in the Proxy Statement is qualified in its entirety by reference to the complete text of the Stock Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on May 16, 2019. At the Annual Meeting, the Company’s stockholders were requested to (i) elect three Class III directors to serve on the Board for a term of office expiring at the Company’s 2022 Annual Meeting of Stockholders, (ii) ratify the Audit Committee of the Board’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, (iii) approve the Stock Incentive Plan and (iv) approve, on an advisory basis, the compensation of the Company’s named executive officers. Each of these items is more fully described in the Proxy Statement.
At the close of business on March 19, 2019, the record date for the Annual Meeting, there were 200,596,513 shares of the Company’s common stock issued, outstanding and entitled to vote at the Annual Meeting. The results of the matters voted upon at the Annual Meeting are as follows:
Proposal No. 1 — Election of Class III Directors: The election of each Class III director was approved as follows:
| | | | | | | | |
Nominee | | For | | Against | | Abstain | | BrokerNon-Votes |
Steven D. Gray | | 170,680,253 | | 8,318,392 | | 80,243 | | 5,235,058 |
Susan J. Helms | | 178,289,797 | | 704,218 | | 84,873 | | 5,235,058 |
Gary A. Merriman | | 167,556,989 | | 11,436,165 | | 85,734 | | 5,235,058 |
Proposal No. 2 — Ratification of the Selection of Grant Thornton LLP: The ratification of the selection of Grant Thornton LLP was approved as follows:
| | | | | | |
For | | Against | | Abstain | | BrokerNon-Votes |
183,471,569 | | 717,292 | | 125,085 | | N/A |
Proposal No. 3 — Approval of the Concho Resources Inc. 2019 Stock Inventive Plan: The Stock Incentive Plan was approved as follows:
| | | | | | |
For | | Against | | Abstain | | BrokerNon-Votes |
173,358,753 | | 5,617,890 | | 102,245 | | 5,235,058 |
