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 25, 2012
| | | | | | |
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 5.07 | Submission of Matters to a Vote of Security Holders |
(a) The registrant held its Annual Meeting on April 25, 2012.
(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 Directors are set forth below:
| | | | | | |
Judy M. Merritt (1) | | For | | | 58,069,405 | |
| | Against | | | 806,244 | |
| | Broker non-votes | | | 6,239,774 | |
| | |
Stephen A. Snider (1) | | For | | | 57,586,203 | |
| | Against | | | 1,289,446 | |
| | Broker non-votes | | | 6,239,774 | |
| | |
Gary C. Youngblood (1) | | For | | | 56,702,309 | |
| | Against | | | 2,173,340 | |
| | Broker non-votes | | | 6,239,774 | |
| | |
Jay Grinney (2) | | For | | | 58,551,564 | |
| | Against | | | 324,085 | |
| | Broker non-votes | | | 6,239,774 | |
| (1) | Three-year term expiring in 2015 |
| (2) | One-year term expiring in 2013 |
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 | | | 64,781,534 | |
Against | | | 283,528 | |
Abstain | | | 50,361 | |
Broker non-votes | | | — | |
| II. | Advisory vote on executive compensation – approved. |
| | | | |
For | | | 53,921,951 | |
Against | | | 1,744,188 | |
Abstain | | | 3,209,509 | |
Broker non-votes | | | 6,239,775 | |
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| | III. | Shareholder proposal on board declassification – approved. |
| | | | |
For | | | 48,640,701 | |
Against | | | 9,908,729 | |
Abstain | | | 326,218 | |
Broker non-votes | | | 6,239,775 | |
As of the record date of the meeting, 72,115,736 shares of common stock were issued and outstanding.
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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 27, 2012 | | | | By /s/ J. David Woodruff |
| | | | J. David Woodruff Vice President, General Counsel and Secretary of Energen Corporation |
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