8-KThe WireRoutine
Shareholder Vote
Filed Jun 26, 2020 · 6y ago · Accession 0001193125-20-180826
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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) June 23, 2020
PrimeEnergy Resources Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-7406
84-063738
(Commission File Number)
(IRS Employer Identification No.)
9821 Katy Freeway, Houston, Texas 77024
(Address of principal executive offices)
Registrants telephone number, including area code
713-735-0000
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. ☐
PRIMEENERGY RESOURCES CORPORATION
Section 5 Corporate Governance and Management
Item
5.07 Submission of matters to a vote of Security Holders
The Annual Meeting of stockholders of PrimeEnergy Resources Corporation
(the Company) was held on June 23, 2020. The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals were described in the Companys Proxy Statement filed with
the Securities and Exchange Commission on May 5, 2020. There were 1,994,177 shares of the Company outstanding and entitled to vote at the Annual Meeting. There were 1,716,838 shares of the Company present in person or by proxy at the meeting.
The final results of the stockholder votes are listed below.
Proposal No. 1 Election of Directors
Five persons were nominated by management for election as Directors of the Company, each for a term of one year. With the exception of H.
Gifford Fong, all such persons were currently serving as Directors of the Company. H. Gifford Fong, a former Director, ran for re-election at the 2020 Annual Meeting. There were no other persons serving as
Directors and there was no Director whose term of office continued after the meeting. There were no other nominees and there was no solicitation in opposition to managements nominees. All of such nominees were elected. The names of each
Director elected at the meeting and the number of shares voted for or withheld for each nominee is as follows. There were no abstentions and no broker non-votes.
Name
For
Withheld
Beverly A. Cummings
1,672,432
44,406
Charles E. Drimal, Jr
1,687,497
29,341
H. Gifford Fong
1,713,791
3,047
Thomas S. T. Gimbel
1,662,500
54,338
Clint Hurt
1,664,027
52,811
Proposal No. 2 Approve and adopt the Amended and Restated Certificate of Incorporation.
The stockholders approved and adopted the Amended and Restated Certificate of Incorporation, filed with the SEC on May 15, 2020 as Exhibit
C to the Definitive Proxy Statement. The vote totals are as follows:
For
1,712,435
Against
2,100
Abstain
2,303
Broker non-votes
0
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated: June 26, 2020
PrimeEnergy Resources Corporation
By:
/s/ Beverly A. Cummings
Name: Beverly A. Cummings
Executive Vice President
Filing details
- Company
- PRIMEENERGY RESOURCES CORP
- Ticker
- PNRG
- CIK
- 56868
- Form type
- 8-K
- Filing date
- Jun 26, 2020
- Report date
- Jun 23, 2020
- Document
- d854102d8k.htm
- Size
- 22 KB