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): June 11, 2013
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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| | |
| Texas | 001-32743 | 74-1492779 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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12377 Merit Drive
Suite 1700, LB 82
Dallas, Texas | 75251 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 368‑2084
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 (see General Instruction A.2. below):
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))
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2013, EXCO Resources, Inc. (“EXCO”) held its 2013 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders acted upon the matters outlined in EXCO’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2013. The matters voted upon at the Annual Meeting were as follows:
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| 1. | The election of nine directors to the Board of Directors, each for a one-year term; |
2. The amendment of the Amended and Restated EXCO Resources, Inc. 2005 Long-Term Incentive Plan to (i) increase the total number of shares of common stock authorized for issuance under such plan by 17,000,000 shares (ii) decrease the amount that each share subject to a full-value award counts against the total number of shares we have reserved for issuance under the plan from 2.1 to 1.74, (iii) extend the term of such plan until February 28, 2023 and (iv) provide for the electronic issuance of shares of common stock (the “Incentive Plan Amendment Proposal”);
3. An advisory vote to approve executive compensation; and
4. The ratification of the appointment of KPMG LLP as EXCO's independent registered public accounting firm.
Pursuant to the following voting results at the Annual Meeting, EXCO’s shareholders elected all of the persons nominated for election:
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| | | | | | | | | |
| Name | | Votes Cast For | | Votes Withheld | | Broker Non-Votes |
| Douglas H. Miller | | 154,683,115 |
| | 1,890,418 |
| | 43,800,109 |
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| Jeffrey D. Benjamin | | 150,032,847 |
| | 6,540,686 |
| | 43,800,109 |
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| Earl E. Ellis | | 151,981,393 |
| | 4,592,140 |
| | 43,800,109 |
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| B. James Ford | | 152,235,892 |
| | 4,337,641 |
| | 43,800,109 |
|
| Samuel A. Mitchell | | 154,880,753 |
| | 1,692,780 |
| | 43,800,109 |
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| T. Boone Pickens | | 155,060,537 |
| | 1,512,996 |
| | 43,800,109 |
|
| Wilbur L. Ross | | 133,774,160 |
| | 22,799,373 |
| | 43,800,109 |
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| Jeffrey S. Serota | | 151,928,384 |
| | 4,645,149 |
| | 43,800,109 |
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| Robert L. Stillwell | | 155,127,481 |
| | 1,446,052 |
| | 43,800,109 |
|
Pursuant to the following voting results at the Annual Meeting, EXCO’s shareholders approved the Incentive Plan Amendment Proposal:
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Proposal 2 | |
Votes Cast For | | Votes Cast Against | |
Abstentions | | Broker Non-Votes |
| Incentive Plan Amendment Proposal | | 148,200,355 |
| | 8,008,330 |
| | 364,848 |
| | 43,800,109 |
|
Pursuant to the following voting results at the Annual Meeting, EXCO’s shareholders approved our executive compensation arrangements on an advisory basis:
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Proposal 3 | |
Votes Cast For | | Votes Cast Against | |
Abstentions | | Broker Non-Votes |
| Advisory vote to approve executive compensation | | 154,102,286 |
| | 2,020,165 |
| | 451,082 |
| | 43,800,109 |
|
Pursuant to the following voting results at the Annual Meeting, EXCO’s shareholders approved the proposal to ratify the appointment of KPMG LLP as its independent registered accounting firm:
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| | | | | | | | | | |
Proposal 4 | |
Votes Cast For | | Votes Cast Against | |
Abstentions | |
| Ratification of KPMG LLP | | 199,605,646 |
| | 272,694 |
| | 495,302 |
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Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. | | Description |
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| 10.1 | | Amendment Number Three to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, dated as of June 11, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EXCO RESOURCES, INC.
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| Date: June 11, 2013 | By: /s/ Mark F. Mulhern |
Name: Mark F. Mulhern
Title: Chief Financial Officer
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 10.1 | | Amendment Number Three to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, dated as of June 11, 2013. |
