Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 15, 2016, Harvest Natural Resources, Inc. (the "Company") held its reconvened 2016 annual meeting of stockholders for the purpose of approving seven proposals, as set forth below and further described in the definitive proxy statement the Company filed with the SEC on August 2, 2016, as supplemented by the proxy supplement the Company filed with the SEC on September 8, 2016. At the annual meeting, the Company’s stockholders authorized the sale by the Company, indirectly through subsidiaries, of all of the Company’s interests in Venezuela. Additionally, all seven director nominees were elected and each of the other proposals considered at the annual meeting was approved. The voting results at the annual meeting are set forth below.
1. The Company’s stockholders authorized the sale by the Company, indirectly through subsidiaries, of all of the Company’s interests in Venezuela.
For: 31,430,286
Against: 32,680
Abstain: 735,124
Broker Non-Votes: 11,455,778
Additionally, as required by the Share Purchase Agreement relating to the sale, the sale was authorized by a majority (72.4%) of the shares of the Company’s common stock excluding shares owned, directly or indirectly, by CT Energy Holding SRL or its affiliates.
2. The Company’s stockholders approved, on an advisory basis, compensation that will or may become payable by the Company to its named executive officers in connection with the sale of the Company’s interests in Venezuela.
For: 22,969,011
Against: 7,783,444
Abstain: 1,445,635
Broker Non-Votes: 11,455,778
3. The Company’s stockholders elected seven directors to serve until the 2017 annual meeting and until their successors have been duly elected and qualified.
Director Nominee: Stephen D. Chesebro’
For: 30,595,205
Withheld: 1,602,885
Broker Non-Votes: 11,455,778
Director Nominee: Oswaldo Cisneros
For: 30,336,148
Withheld: 1,861,942
Broker Non-Votes: 11,455,778
Director Nominee: James A. Edmiston
For: 30,540,850
Withheld: 1,657,240
Broker Non-Votes: 11,455,778
Director Nominee: Robert E. Irelan
For: 30,293,604
Withheld: 1,904,486
Broker Non-Votes: 11,455,778
Director Nominee: Edgard Leal
For: 30,074,187
Withheld: 2,123,903
Broker Non-Votes: 11,455,778
Director Nominee: Patrick M. Murray
For: 30,293,454
Withheld: 1,904,636
Broker Non-Votes: 11,455,778
Director Nominee: Alberto Sosa
For: 30,343,048
Withheld: 1,855,042
Broker Non-Votes: 11,455,778
Total Votes
For: 212,476,496
Withheld: 12,910,134
Broker Non-Votes: 80,190,446
4. The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2016.
For: 42,250,195
Against: 645,427
Abstain: 758,246
Broker Non-Votes: 0
5. The Company’s stockholders adopted an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock at a ratio between one-for-four and one-for-ten, inclusive, with the exact ratio to be determined by the Company’s board of directors.
For: 42,964,725
Against: 623,343
Abstain: 65,800
Broker Non-Votes: 0
6. The Company’s stockholders approved an adjournment of the annual meeting, if deemed necessary or appropriate.
For: 39,538,920
Against: 3,336,683
Abstain: 778,265
Broker Non-Votes: 0
7. The Company’s stockholders approved a proposal to permit the Company to conduct other business as may properly come before the meeting.
For: 29,479,116
Against: 2,507,160
Abstain: 211,814
Broker Non-Votes: 11,455,778