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
Legacy Reserves LP
(Exact name of registrant as specified in its charter)
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| | | | |
| Delaware | | 1-33249 | | 16-1751069 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| | |
303 W. Wall, Suite 1800
Midland, Texas
(Address of principal executive offices) | | 79701
(Zip Code) |
Registrant’s telephone number, including area code: (432) 689-5200
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 q
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. q
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2017 annual meeting of unitholders (the “Annual Meeting”) of Legacy Reserves LP (the “Partnership”) was held on Tuesday, May 16, 2017 with respect to all proposals submitted to unitholders for vote. At the Annual Meeting, the following four items were submitted to unitholders for vote: (i) the election of nine nominees to serve on the board of directors of Legacy Reserves GP, LLC, the Partnership’s general partner (the “Board”), during 2017 and until our next annual meeting, (ii) an advisory (non-binding) vote on executive compensation, (iii) an advisory (non-binding) vote on the frequency of future unitholder advisory votes on executive compensation, and (iv) the ratification of the appointment of BDO USA, LLP as independent registered public accounting firm of the Partnership for the fiscal year ending December 31, 2017. Out of a total of 72,624,954 units outstanding and entitled to vote, 60,320,239 units (83.06%) were present at the meeting in person or by proxy.
Election of Directors
There were nine nominees for election to serve as directors of our general partner and each of the members were reelected. The final results of the voting with respect to each nominee to the board were as follows:
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| Nominee | | For | | Withheld | | Broker Non-Votes | |
| Paul T. Horne | | 26,520,585 | | 1,217,610 | | 32,582,044 | |
| Kyle D. Vann | | 27,022,340 | | 715,855 | | 32,582,044 | |
| Cary D. Brown | | 26,436,599 | | 1,301,596 | | 32,582,044 | |
| Dale A. Brown | | 26,473,181 | | 1,265,014 | | 32,582,044 | |
| William R. Granberry | | 27,020,064 | | 718,131 | | 32,582,044 | |
| G. Larry Lawrence | | 27,021,058 | | 717,137 | | 32,582,044 | |
| Kyle A. McGraw | | 26,518,600 | | 1,219,595 | | 32,582,044 | |
| Dwight D. Scott | | 26,544,224 | | 1,193,971 | | 32,582,044 | |
| William D. Sullivan | | 27,040,092 | | 698,103 | | 32,582,044 | |
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Advisory (Non-binding) Resolution Approving Executive Compensation.
The final voting results with respect to the advisory (non-binding) resolution approving executive compensation were as follows:
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| For | Against | Abstain | Broker Non-Votes |
| 23,665,981 | 2,130,785 | 1,941,429 | 32,582,044 |
Advisory (Non-binding) Vote on Frequency of Advisory Votes on Executive Compensation.
The final voting results with respect to the advisory (non-binding) vote on the frequency of future unitholder advisory votes on executive compensation were as follows:
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| For 3 Years | For 2 Years | For 1 Year | Abstain | Broker Non-Votes |
| 11,295,717 | 417,560 | 14,171,838 | 1,853,080 | 32,582,044 |
The Board and the Compensation Committee of the Board value unitholder input and will carefully review and consider these results in setting the frequency of future advisory votes on executive compensation.
Ratification of the Appointment of BDO USA, LLP as our Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2017
The final voting results with respect to the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 were as follows:
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| For | | Against | | Abstain | | |
| 57,743,421 | | 847,295 | | 1,729,523 | | |
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 thereunto duly authorized.
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| | LEGACY RESERVES LP |
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| | By: | Legacy Reserves GP, LLC, |
| | | its general partner |
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| Dated: May 18, 2017 | By: | /s/ Dan G. LeRoy |
| | | Dan G. LeRoy |
| | | Vice President, General Counsel and Secretary |
