| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On March 27, 2024, APA Corporation (“APA”) held a special meeting of stockholders (the “Special Meeting”). The Special Meeting was held in order to vote upon the proposal set forth in the definitive joint proxy statement of APA and Callon Petroleum Company, a Delaware corporation (“Callon”), filed with the SEC on February 16, 2024, to approve the issuance of shares of common stock of APA, par value $0.625 (“APA common stock,” and such proposal, the “Issuance Proposal”), pursuant to that certain Agreement and Plan of Merger, dated as of January 3, 2024 (the “Merger Agreement”), among APA, Astro Comet Merger Sub Corp., and Callon.
As of the close of business on February 15, 2024, the record date for the Special Meeting, 301,553,429 shares of APA common stock were issued and outstanding and entitled to vote at the Special Meeting. 230,348,581.342 shares of APA common stock were represented in person (via the APA special meeting website) or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.
At the Special Meeting, the Issuance Proposal was approved by the affirmative vote of a majority of shares of APA common stock properly cast on the Issuance Proposal.
The number of shares voted for or against, as well as abstentions, with respect to the Issuance Proposal presented at the Special Meeting was:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 225,998,399.658 | | 1,966,932.972 | | 2,383,248.712 |
A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Issuance Proposal was not presented as there were sufficient votes to approve the Issuance Proposal.
Completion of the Merger remains subject to the satisfaction of customary closing conditions set forth in the Merger Agreement. The Merger is currently expected to be completed on April 1, 2024.
Forward-Looking Statements
This email contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “continues,” “could,” “estimates,” “expects,” “goals,” “guidance,” “may,” “might,” “outlook,” “possibly,” “potential,” “projects,” “prospects,” “should,” “will,” “would,” and similar references to future periods, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about the closing of the proposed acquisition of Callon. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations, including the following: uncertainties as to whether the potential transaction will be consummated on the expected time period or at all, or if consummated, will achieve its anticipated benefits and projected synergies within the expected time period or at all; APA’s ability to integrate Callon’s operations in a successful manner and in the expected time period; the occurrence of any event, change, or other circumstance that could give rise to the termination of the transaction; risks that the anticipated tax treatment of the potential transaction is not obtained; unforeseen or unknown liabilities; unexpected future capital expenditures; potential litigation relating to the potential transaction that could be instituted against APA and Callon or their respective directors; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the effect of the announcement, pendency, or completion of the potential transaction on the parties’ business relationships and business generally; risks that the potential transaction disrupts current plans and operations of APA or Callon and their respective management teams and potential difficulties in Callon’s ability to retain employees as a result of the transaction; negative effects of the announcement and the pendency or completion of the proposed acquisition on the
