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): April 27, 2017
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EXTERRAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware | 001-36875 | 47-3282259 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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4444 Brittmoore Road Houston, Texas 77041 |
(Address of Principal Executive Offices) (Zip Code) |
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(281) 836-7000 Registrant’s telephone number, including area code 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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 ¨
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. ¨
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Item 5.07. | Submission of Matters to a Vote of Security Holders |
Exterran Corporation’s annual meeting of stockholders was held on April 27, 2017. In connection with the meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934, as amended. The following are the voting results on the matters voted upon at the meeting, all of which are more fully described in our Proxy Statement filed with the SEC on March 17, 2017.
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1. | Each of our directors was elected for a term expiring at the next annual meeting of stockholders until their successors are duly elected and qualified: |
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NOMINEE | | VOTES FOR | | VOTES WITHHELD | | BROKER NON-VOTES |
William M. Goodyear | | 26,711,461 | | 2,516,940 | | 1,651,468 |
James C. Gouin | | 27,191,018 | | 2,037,383 | | 1,651,468 |
John P. Ryan | | 27,175,504 | | 2,052,897 | | 1,651,468 |
Christopher T. Seaver | | 27,175,460 | | 2,052,941 | | 1,651,468 |
Mark R. Sotir | | 29,134,399 | | 94,002 | | 1,651,468 |
Richard R. Stewart | | 29,147,449 | | 80,952 | | 1,651,468 |
Andrew J. Way | | 29,147,689 | | 80,712 | | 1,651,468 |
Ieda Gomes Yell | | 29,083,667 | | 144,734 | | 1,651,468 |
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2. | Deloitte and Touche LLP was ratified as our independent registered public accounting firm for fiscal year 2017. |
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VOTES FOR | | VOTES AGAINST | | ABSTENTIONS |
30,725,930 | | 140,543 | | 13,396 |
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3. | The compensation of our Named Executive Officers for 2016 was approved. |
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VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
28,716,163 | | 504,178 | | 8,060 | | 1,651,468 |
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4. | A one year frequency of future stockholder advisory votes on the compensation paid to our Named Executive Officers was approved. |
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1 YEAR | | 2 YEARS | | 3 YEARS | | ABSTENTIONS |
22,319,276 | | 1,613 | | 6,890,415 | | 17,097 |
The Board has considered the results of this vote, and has determined to annually propose a stockholder advisory vote on the compensation paid to our Named Executive Officers.
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.
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| EXTERRAN CORPORATION |
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| /s/ Valerie L. Banner |
| Valerie L. Banner | |
| Vice President and General Counsel | |
Date: April 28, 2017