UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 21, 2013
PETROQUEST ENERGY, INC.
(Exact name of registrant as specified in its charter)
| | |
| DELAWARE | | 72-1440714 |
| (State of Incorporation) | | (I.R.S. Employer Identification No.) |
| |
400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana | | 70508 |
| (Address of principal executive offices) | | (Zip code) |
Commission File Number: 001-32681
Registrant’s telephone number, including area code: (337) 232-7028
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.
PetroQuest Energy, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders on May 21, 2013. The following proposals were submitted to the holders of the Company’s common stock (the “Common Stock”) for a vote:
| | 1. | The election of six nominees to the Board of Directors; |
| | 2. | The adoption of the 2013 Incentive Plan; |
| | 3. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013; and |
| | 4. | An advisory vote on the Company’s executive compensation. |
The results of such votes were as follows:
1. The following votes were cast in the election of six nominees to the Board of Directors:
| | | | | | | | | | | | |
Name of Nominee | | Number of Votes
Voted For | | | Number of Votes
Withheld | | | Number of
Broker
Non-Votes | |
Charles T. Goodson | | | 45,692,690 | | | | 1,054,149 | | | | 11,175,425 | |
William W. Rucks, IV | | | 45,169,253 | | | | 1,577,586 | | | | 11,175,425 | |
E. Wayne Nordberg | | | 45,167,403 | | | | 1,579,436 | | | | 11,175,425 | |
Michael L. Finch | | | 45,453,639 | | | | 1,293,200 | | | | 11,175,425 | |
W. J. Gordon, III | | | 45,450,840 | | | | 1,295,999 | | | | 11,175,425 | |
Charles F. Mitchell, II, M.D | | | 42,365,224 | | | | 4,381,615 | | | | 11,175,425 | |
2. The following votes were cast in the adoption of the 2013 Incentive Plan:
| | | | | | |
Number of Votes Voted For | | Number of Votes Voted Against | | Number of Votes Abstaining | | Number of Broker Non-Votes |
40,328,210 | | 6,318,140 | | 100,489 | | 11,175,425 |
3. The following votes were cast in the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013:
| | | | | | |
Number of Votes Voted For | | Number of Votes Voted Against | | Number of Votes Abstaining | | Number of Broker Non-Votes |
57,524,482 | | 344,383 | | 53,399 | | 0 |
4. The following advisory (non-binding) votes were cast to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in the 2013 Proxy Statement:
| | | | | | |
Number of Votes Voted For | | Number of Votes Voted Against | | Number of Votes Abstaining | | Number of Broker Non-Votes |
40,359,526 | | 6,186,228 | | 201,085 | | 11,175,425 |
SIGNATURE
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 22, 2013
| | |
PETROQUEST ENERGY, INC. |
|
/s/ Daniel G. Fournerat |
| Daniel G. Fournerat |
| Executive Vice President, General Counsel, Chief Administrative Officer and Secretary |
