UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 4, 2017
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OASIS PETROLEUM INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-34776 | | 80-0554627 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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1001 Fannin Street, Suite 1500 Houston, Texas | | 77002 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (281) 404-9500
Not Applicable.
(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
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| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ¨ | 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).
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 2.02 Results of Operations and Financial Condition.
On May 8, 2017, Oasis Petroleum Inc. (the “Company”) announced its results for the quarter ended March 31, 2017. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on May 4, 2017. At the Annual Meeting, the Company’s stockholders were requested to: (1) elect three Class I Directors to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2020 Annual Meeting of Stockholders; (2) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017; (3) approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Company's proxy statement; and (4) approve, on an advisory basis, the selection of the frequency of future advisory votes on named executive officer compensation. The following are the final voting results on proposals considered and voted upon at the meeting, each of which is more fully described in the Company’s proxy statement filed on March 22, 2017:
1. Each of the Class I directors that were up for election was elected for a term of three years. Votes regarding the election of these directors were as follows: |
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| NOMINEE | VOTES FOR | WITHHELD | BROKER NON-VOTES |
| Ted Collins, Jr. | 165,406,281 | 15,268,389 | 30,815,759 |
| John E. Hagale | 178,153,477 | 2,521,193 | 30,815,759 |
| Douglas E. Swanson, Jr. | 170,241,087 | 10,433,583 | 30,815,759 |
2. PricewaterhouseCoopers LLP was ratified as the Company’s independent registered public accounting firm for 2017. The voting results were as follows: |
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| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | |
| 210,532,576 | 782,723 | 175,130 | |
3. The Board proposal seeking approval, on an advisory basis, of the compensation of the Company’s executive officers was approved. The voting results were as follows: |
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| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES |
| 173,520,951 | 6,974,659 | 179,060 | 30,815,759 |
4. The Board proposal regarding the frequency of future non-binding advisory votes to approve the compensation of the Company’s executive officers every one, two, or three years, was approved for holding future votes every year. The voting results were as follows: |
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| ONE YEAR | TWO YEARS | THREE YEARS | VOTES ABSTAINED | BROKER NON-VOTES |
| 150,637,589 | 143,314 | 29,751,779 | 141,988 | 30,815,759 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description of Exhibit |
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| 99.1 | | Press Release dated May 8, 2017. |
THE INFORMATION CONTAINED IN ITEM 2.02 OF THIS CURRENT REPORT, INCLUDING EXHIBIT 99.1 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.
SIGNATURE
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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| | | | | OASIS PETROLEUM INC. (Registrant) |
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| Date: May 8, 2017 | | | | By: | /s/ Nickolas J. Lorentzatos |
| | | | | | Nickolas J. Lorentzatos |
| | | | | | Executive Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
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| Exhibit No. | | Description of Exhibit |
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| 99.1 | | Press Release dated May 8, 2017. |
