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): May 3, 2017
PENN VIRGINIA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Virginia | | 1-13283 | | 23-1184320 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | |
14701 St. Mary’s Lane, Suite 275 Houston, Texas | | 77079 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (713) 722-6500
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):
| ☐ | 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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Shareholders (the “Annual Meeting”) of Penn Virginia Corporation (the “Company”) was convened on May 3, 2017. The following matters were voted upon by the shareholders at the Annual Meeting. Each such matter received the number of votes set forth below.
| | (1) | The election of four directors, each to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified: |
| | | | | | | | | | | | |
NAME | | FOR | | | WITHHELD | | | BROKER
NON-VOTES | |
Harry Quarls | | | 9,676,569 | | | | 5,131 | | | | 2,151,387 | |
Darin G. Holderness | | | 9,676,514 | | | | 5,186 | | | | 2,151,387 | |
Marc McCarthy | | | 9,676,652 | | | | 5,048 | | | | 2,151,387 | |
Jerry R. Schuyler | | | 9,676,652 | | | | 5,048 | | | | 2,151,387 | |
| | (2) | The holding of an advisory vote on executive compensation: |
| | | | | | | | | | | | |
FOR | | AGAINST | | | ABSTAIN | | | BROKER
NON-VOTES | |
| 9,669,905 | | | 11,017 | | | | 778 | | | | 2,151,387 | |
| | (3) | The holding of an advisory vote on the frequency of future advisory votes on executive compensation: |
| | | | | | | | | | | | |
ONE YEAR | | TWO YEARS | | | THREE YEARS | | | ABSTAIN | |
| 8,998,369 | | | 714 | | | | 681,175 | | | | 1,442 | |
In light of the voting results with respect to Proposal 3, the Board of Directors of the Company (the “Board”) has determined that the Company will hold future advisory votes on executive compensation on an annual basis until the next advisory vote on the frequency of future advisory votes on executive compensation, or until the Board otherwise determines a different frequency for such advisory votes.
| | (4) | The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017: |
| | | | | | | | | | | | |
FOR | | AGAINST | | | ABSTAIN | | | BROKER
NON-VOTES | |
| 11,831,291 | | | 1,132 | | | | 664 | | | | 0 | |
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.
Date: May 8, 2017
| | |
| Penn Virginia Corporation |
| |
| By: | | /s/ Katherine J. Ryan |
| Name: | | Katherine J. Ryan |
| Title: | | Vice President, Chief Legal Counsel & Corporate Secretary |
