UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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 16, 2018
PetroQuest Energy, Inc.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-32681 | | 72-1440714 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana | | 70508 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (337)232-7028
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communication pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communication pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
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. |
PetroQuest Energy, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders on May 16, 2018. 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 amended and restated 2016 Long Term Incentive Plan (the “2016 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, 2018; 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 | | 8,299,808 | | 906,845 | | 10,657,265 |
William W. Rucks, IV | | 8,298,164 | | 908,489 | | 10,657,265 |
E. Wayne Nordberg | | 8,313,291 | | 893,362 | | 10,657,265 |
J. Gerard Jolly | | 8,314,028 | | 892,625 | | 10,657,265 |
W. J. Gordon, III | | 8,241,232 | | 965,421 | | 10,657,265 |
Charles F. Mitchell, II, M.D | | 8,301,789 | | 904,864 | | 10,657,265 |
| | 2. | The following votes were cast in the adoption of the 2016 Incentive Plan: |
| | | | | | |
Number of Votes Voted For | | Number of Votes Voted Against | | Number of Votes Abstaining | | Number of Broker Non-Votes |
| 8,003,996 | | 1,114,420 | | 88,237 | | 10,657,265 |
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, 2018:
| | | | | | |
Number of Votes Voted For | | Number of Votes
Voted Against | | Number of Votes
Abstaining | | Number of
Broker Non-Votes |
| 18,895,495 | | 950,442 | | 17,981 | | 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 RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in the 2018 Proxy Statement:
| | | | | | |
Number of Votes
Voted For | | Number of Votes
Voted Against | | Number of Votes
Abstaining | | Number of
Broker Non-Votes |
8,226,162 | | 866,670 | | 113,821 | | 10,657,265 |
| Item 9.01 | Financial Statements and Exhibits |
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 18, 2018
|
PETROQUEST ENERGY, INC. |
|
/s/ J. Bond Clement |
J. Bond Clement |
Executive Vice President, Chief Financial Officer and Treasurer |
