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
April 27, 2011
| | | | | | |
Commission File Number | | Registrant | | State of Incorporation | | IRS Employer Identification Number |
| 1-7810 | | Energen Corporation | | Alabama | | 63-0757759 |
| |
605 Richard Arrington Jr. Boulevard North Birmingham, Alabama | | 35203 |
| (Address of principal executive offices) | | (Zip Code) |
(205) 326-2700
(Registrant’s telephone number including area code)
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)) |
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 27, 2011, Energen Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders approved an amendment to the Company’s Stock Incentive Plan. The amendment, among other changes, adds 3,000,000 shares to the number of shares available for issuance under the Stock Incentive Plan. The Company’s Board of Directors had previously approved the amendment to the Stock Incentive Plan, subject to shareholder approval. For a description of the Stock Incentive Plan, as amended, see the Company’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2011. A copy of the Stock Incentive Plan, as amended, was attached as Appendix B to the Proxy Statement. The above description is qualified in its entirety by reference to the terms of the Stock Incentive Plan, as amended.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
(a) The registrant held its Annual Meeting on April 27, 2011.
(b) Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Exchange Act; there was no solicitation in opposition to management’s nominees for directors as listed in the Proxy Statement and all such nominees for directors as listed in the Proxy Statement were elected. The final results of the voting for three Directors for a term of three-year terms expiring in 2014 are set forth below:
| | | | | | | | | | |
Kenneth W. Dewey | | For | | | | | | | 55,045,614 | |
| | Against | | | | | | | 1,335,500 | |
| | Broker non-votes | | | | | | | 6,254,298 | |
| | | |
James T. McManus, II | | For | | | | | | | 54,009,227 | |
| | Against | | | | | | | 2,371,887 | |
| | Broker non-votes | | | | | | | 6,254,298 | |
| | | |
David W. Wilson | | For | | | | | | | 54,799,280 | |
| | Against | | | | | | | 1,581,834 | |
| | Broker non-votes | | | | | | | 6,254,298 | |
Described below are the other matters voted upon at the Annual Meeting and the final number of affirmative votes, negative votes, abstentions and broker non-votes.
| I. | Proposal to ratify PricewaterhouseCoopers LLP as the independent registered public accountants – approved. |
| | | | |
| For | | | 61,935,060 | |
| Against | | | 553,687 | |
| Abstain | | | 146,665 | |
| Broker non-votes | | | - | |
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| II. | Proposal to amend Stock Incentive Plan – approved. |
| | | | |
| For | | | 51,447,734 | |
| Against | | | 4,381,625 | |
| Abstain | | | 551,755 | |
| Broker non-votes | | | 6,254,298 | |
| III. | Advisory vote on executive compensation – approved. |
| | | | |
| For | | | 52,615,623 | |
| Against | | | 3,415,185 | |
| Abstain | | | 350,306 | |
| Broker non-votes | | | 6,254,298 | |
| IV. | Advisory vote on executive compensation vote frequency – approved every one year. |
| | | | |
| Every one year | | | 50,511,143 | |
| Every two years | | | 308,465 | |
| Every three years | | | 5,342,064 | |
| Abstain | | | 219,442 | |
| Broker non-votes | | | 6,254,298 | |
| V. | Shareholder proposal – not approved. |
| | | | |
| For | | | 24,499,055 | |
| Against | | | 25,042,439 | |
| Abstain | | | 6,839,620 | |
| Broker non-votes | | | 6,254,298 | |
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| | |
Exhibit Number: | | |
| |
| 10.1 | | Stock Incentive Plan (As Amended Effective April 27, 2011) (incorporated by reference to Energen Corporation’s Schedule 14A filed on March 18, 2011; Appendix B). |
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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.
| | | | | | | | |
| | | | ENERGEN CORPORATION |
| | | |
| April 28, 2011 | | | | By: | | /s/ J. David Woodruff |
| | | | | | | | J. David Woodruff Vice President, General Counsel and Secretary of Energen Corporation |
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EXHIBIT INDEX
| | |
EXHIBIT NUMBER | | DESCRIPTION |
| |
| 10.1 | | * Stock Incentive Plan (As Amended Effective April 27, 2011) (incorporated by reference to Energen Corporation’s Schedule 14A filed on March 18, 2011; Appendix B). |
* This exhibit is furnished to, but not filed with, the Commission by inclusion herein.
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