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 4, 2011
(Exact name of registrant as specified in its charter)
| Delaware | | 1-9260 | | 73-1283193 | |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
| 7130 South Lewis, Suite 1000, Tulsa, Oklahoma | | 74136 | |
| (Address of principal executive offices) | | (Zip Code) | |
Registrant’s telephone number, including area code: (918) 493-7700
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:
| | 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)) | |
Section 5 – Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Annual Meeting of Shareholders. We held our 2011 annual meeting of stockholders on May 4, 2011. For more information on the following proposals, see our proxy statement filed with the SEC on March 21, 2011.
| (1) | The stockholders elected four Class III directors for terms expiring in 2014: |
| DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| J. Michael Adcock | 38,584,608 | 1,765,744 | 0 | 2,515,908 |
| Steven B. Hildebrand | 39,735,794 | 614,558 | 0 | 2,515,908 |
| Larry C. Payne | 39,482,658 | 867,694 | 0 | 2,515,908 |
| G. Bailey Peyton, IV | 39,876,717 | 473,635 | 0 | 2,515,908 |
| (2) The stockholders approved the following non-binding resolution pertaining to our executive compensation: |
RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the NEOs, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Stockholders under the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2010 Summary Compensation Table and the other related tables and disclosure.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| 38,204,210 | 2,068,894 | 60,151 | 2,533,005 |
| (3) The stockholders cast the following non-binding votes pertaining to the frequency of the non-binding stockholder vote on our executive compensation: |
| ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTE |
| 37,568,401 | 273,348 | 2,424,124 | 68,083 | 2,532,304 |
It was the board’s recommendation that the stockholder vote on executive compensation be conducted annually. In light of the voting results and the board’s recommendation, the Company has decided that it will include a shareholder advisory vote on named executive officer compensation in its proxy materials every year until the next required vote on the frequency of stockholder votes on named executive officer compensation.
| (4) The stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent auditors for 2011: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| 42,589,164 | 246,626 | 30,470 | -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.
| | | Unit Corporation |
| | | | |
| | | | |
| | Date: May 9, 2011 | By: | /s/ Mark E. Schell |
| | | | Mark E. Schell Senior Vice President and General Counsel |
