Current Report Filing (8-k)
May 24 2019 - 4:07PM
Edgar (US Regulatory)
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):
May
23, 201
9
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
Delaware
|
001-33999
|
95-3848122
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
|
601 Carlson Parkway, Suite 990
Minnetonka, Minnesota
|
55305
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code (
952) 476-9800
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §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.
¨
I
tem 5.07.
Submission of Matters to a Vote of Security Holders
At the
201
9
Annual Meeting
of Stockho
lders
(the
“
Annual Meeting
”
)
of Norther
n Oil and Gas, Inc. (the
“
Com
pany
”
) held on May 23, 2019
, the stockholders voted on the following proposals. Each proposal is described in detail in the definitive proxy statement relating to the Annual Meeting.
Proposal One - Election of Directors
The following directors were elected based on the votes listed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director Nominee
|
|
For
|
|
Withheld
|
|
Broker Non-Votes
|
Bahram Akradi
|
|
211,184,176
|
|
392,635
|
|
88,341,300
|
Lisa Bromiley
|
|
210,673,216
|
|
903,595
|
|
88,341,300
|
Roy Easley
|
|
207,848,423
|
|
3,728,388
|
|
88,341,300
|
Michael Frantz
|
|
198,957,708
|
|
12,619,103
|
|
88,341,300
|
Robert Grabb
|
|
198,630,582
|
|
12,946,229
|
|
88,341,300
|
Jack King
|
|
198,620,534
|
|
12,956,277
|
|
88,341,300
|
Joseph Lenz
|
|
211,203,175
|
|
373,636
|
|
88,341,300
|
Michael Popejoy
|
|
211,174,777
|
|
402,034
|
|
88,341,300
|
Proposal Two - Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 201
9
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 201
9
based on the votes listed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
299,035,207
|
|
489,901
|
|
393,003
|
Proposal
Three
- Nonbinding Advisory Vote to Approve the Compensation of the Named Executive Officers
The stockholders approved, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the
definitive
proxy statement relating to the Annual Meeting, based on the votes listed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
205,479,646
|
|
5,381,238
|
|
715,927
|
|
88,341,300
|
The above proposals submitted to vote of security holders at the
Annual Meeting
are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on
April
19
, 201
9
.
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.
|
|
|
|
|
|
Date: May 24, 2019
|
NORTHERN OIL AND GAS, INC.
By
/s/ Erik J. Romslo
Erik J. Romslo
Executive Vice President, General Counsel and Secretary
|
Northern Oil and Gas (AMEX:NOG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Northern Oil and Gas (AMEX:NOG)
Historical Stock Chart
From Apr 2023 to Apr 2024