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
May 11, 2017
(Date of earliest event reported)
Callon Petroleum Company
(Exact name of registrant as specified in its charter)
| | |
Delaware | 001-14039 | 64-0844345 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
200 North Canal St.
Natchez, Mississippi 39120
(Address of principal executive offices, including zip code)
(601) 442-1601
(Registrant's telephone number, including area code)
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
Callon Petroleum Company (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”) on May 11, 2017. At the Annual Meeting, shareholders:
| (a) | | Elected three (3) Class II directors to hold office until the 2020 annual meeting of shareholders (Proposal #1); |
| (b) | | Approved, in an advisory (non-binding) vote, the Company's executive compensation (Proposal #2); |
| (c) | | Approved, in an advisory (non-binding) vote, the frequency of future advisory votes on the Company's executive compensation, establishing the frequency at one year intervals (Proposal #3); and |
| (d) | | Ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017 (Proposal #4). |
For additional information on these proposals, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 29, 2017.
Proposal 1 – Election of Class II Directors.
| | | | | | |
Nominee | | Votes Cast For | | Votes Withheld | | Broker Non-Votes |
Anthony J. Nocchiero | | 160,986,294 | | 10,616,965 | | 8,275,676 |
Matthew R. Bob | | 167,318,837 | | 4,284,422 | | 8,275,676 |
James M. Trimble | | 168,197,315 | | 3,405,944 | | 8,275,676 |
Proposal 2 – Approval, in an advisory (non-binding) vote, of the Company’s Executive Compensation.
| | | | | | | |
Votes Cast For | | Votes Cast Against | | Votes Abstained | | Broker Non-Votes | |
| 164,374,077 | | 5,848,121 | | 1,380,560 | | 8,275,676 | |
Proposal 3 – Approval, in an advisory (non-binding) vote, of the frequency of future advisory votes on the Company’s Executive Compensation, establishing the frequency at one year intervals.
| | | | | | |
Votes Cast for | | Votes Cast for | | Votes Cast for | | |
One Year | | Two Years | | Three Years | | Votes Abstained |
| 162,447,352 | | 29,078 | | 8,698,254 | | 426,467 |
Proposal 4 – Ratification of Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2017.
| | | | | | |
Votes Cast For | | Votes Cast Against | | Votes Abstained | | Broker Non-Votes |
| 179,389,074 | | 79,055 | | 410,806 | | - |
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.
| | | |
| | Callon Petroleum Company | |
| | (Registrant) | |
| | | |
May 15, 2017 | | By: /s/ Joseph C. Gatto, Jr. | |
| | Joseph C. Gatto, Jr. | |
| | President and Chief Financial Officer |
