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 22, 2018
Jones Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-36006 |
| 80-0907968 |
(State or Other Jurisdiction of |
| (Commission File |
| (I.R.S. Employer Identification No.) |
807 Las Cimas Parkway, Suite 350 |
| 78746 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (512) 328-2953
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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company x
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. x
Item 5.07. Submission of Matters to a Vote of Security Holders.
Jones Energy, Inc. (the “Company”) held its annual meeting of stockholders on May 22, 2018 (the “Annual Meeting”). At that meeting the Company’s stockholders voted on the matters set forth below:
1. Proposal to approve the election of each of the following Class II director nominees for the Board to serve until the 2021 Annual Meeting of Stockholders.
Name of Director |
| Votes For |
| Votes Withheld |
| Broker Non-Votes |
Mike S. McConnell |
| 37,893,934 |
| 8,180,312 |
| 42,648,899 |
Hal S. Washburn |
| 38,394,079 |
| 7,680,167 |
| 42,648,899 |
2. Proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit the Company to effect a reverse stock split of its Class A common stock and Class B common stock of not less than 1-for-5 and not more than 1-for-20, such ratio and the implementation and timing of such reverse stock split to be determined at the discretion of the Company’s board of directors.
Votes For |
| Votes Against |
| Abstentions |
79,639,173 |
| 8,928,567 |
| 155,402 |
3. Proposal to approve the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
Votes For |
| Votes Against |
| Abstentions |
81,218,972 |
| 7,329,049 |
| 175,124 |
Item 7.01. Regulation FD Disclosure.
On May 22, 2018, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 (including the exhibits referenced herein) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. The Company does not assume any obligation to update such information in the future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
|
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.
| JONES ENERGY, INC. | |
|
| |
Date: May 22, 2018 | By: | /s/ Robert J. Brooks |
|
| Robert J. Brooks |
|
| Executive Vice President and Chief Financial Officer |