Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 23, 2018, the Board of Directors of the Company voted to amend and restate the Company’s current bylaws. Among other items, the Amended and Restated Bylaws of Carrizo Oil & Gas, Inc. adopted by the Board of Directors on May 23, 2018 (the “Amended and Restated Bylaws”) included the following amendments:
Special Meetings
The Board of Directors amended provisions relating to special meetings of shareholders, including the fixing of a record date for determining shareholders entitled to call a special meeting, requirements to call a special meeting and procedures regarding the conduct of special meetings.
Shareholders must submit a written request that the Board of Directors fix a record date to determine shareholders entitled to demand a special meeting (a “Demand Record Date”). Such written request must include, among other things, certain information and updates (the “Shareholder Information”) for the requesting shareholder, any beneficial owner on whose behalf such request is made and certain related and associated persons (together, the “Requesting Person”) regarding:
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business to be brought at the meeting;
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name and address of the Requesting Person;
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any Disclosable Interest (as defined in the Amended and Restated Bylaws), which includes the Company’s securities owned, derivative instruments, voting arrangements, short interests in and other interests regarding the Company’s securities, pending litigation involving the Company or directors and officers, other material relationships with the Company or significant interests in its competitors, or in any person that the Requesting Person has proposed that the Company enter into any transaction, and other information required to be disclosed in a proxy statement;
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specified agreements, arrangements and understandings, including those relating to appearance and voting at the meeting;
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representations, including those regarding soliciting proxies from other shareholders; and
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certain Nominee Information (as described herein) if applicable.
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The Amended and Restated Bylaws also include:
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requirements regarding the fixing of a Demand Record Date by the Board of Directors;
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requirements for shareholder demands to call a special meeting, including that demands must be given within 60 days of the Demand Record Date and must include the Shareholder Information for any shareholders submitting a demand (subject to certain exceptions for shareholders solicited through a proxy solicitation statement);
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provisions regarding ineffective shareholder demands; and
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provisions regarding the call of a special meeting by the Board of Directors pursuant to a shareholder demand and inclusion of the Board of Directors’ own proposals at such a meeting.
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Advance Notice Provisions
The Board of Directors amended bylaw provisions relating to advance notification procedures for a shareholder to make director nominations and other proposals of business in order to, among other things, modify the requirements of timely notice and to specify the disclosures that shareholders must provide when submitting proposals and director nominations for consideration. These changes include, without limitation, that such advance notice for an annual meeting generally must be received by the Company not earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting of shareholders, and not later than the close of business on the 90th day prior to that date; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made by the Company. If such proviso is not applicable, shareholder notice of business, including director nominations, to be brought before the Company’s 2019 Annual Meeting of Shareholders must be received by the Company no later than December 24, 2018. This supersedes the deadline for such notices that was included on page 74 of the Company’s definitive proxy statement for the 2018 Annual Meeting filed with the Securities and Exchange Commission on April 23, 2018 (the “Proxy Statement”). These amendments to the Company’s bylaws do not, however, change the discussion on that page of the Proxy Statement with respect to proposals submitted under Rule 14a-8 for inclusion in the Proxy Statement. If the Company calls a special meeting of shareholders for the purpose of electing directors, the shareholder’s notice with required information must be delivered to the Company not earlier than the close of business on the
120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the tenth day following the day on which public announcement is first made of the date of the special meeting. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Company’s notice of meeting.
In each case, the shareholder notice to make director nominations or propose other business at an annual meeting or special meeting must include specified information, including information substantially similar to the Shareholder Information described above for the proposing shareholder, any beneficial owner on whose behalf such request is made and certain related and associated persons (together, the “Proposing Person”). For director nominations, the notice must also include specified Nominee Information (as defined in the Amended and Restated Bylaws) relating to proposed director nominees, which includes certain disclosures regarding a nominee’s name, age, employment, securities ownership, Disclosable Interests, any compensation and other monetary agreements, arrangements and understandings and other material relationships between the Proposing Person and a proposed director nominee and certain disclosures required in proxy statements. A shareholder’s director nominee is required to deliver to the Company (a) a questionnaire regarding, among other things, background and qualification, (b) a representation that the nominee is not party to undisclosed voting commitments or undisclosed third-party compensation agreements and will comply with applicable law, stock exchange rules and Company policies.
Indemnification Provisions
The Board of Directors amended bylaw provisions relating to indemnification of and expense advancement to an Indemnitee. The indemnification and expense advancement to provisions of the bylaws provide many of the same protections to directors and executive officers as do the Company’s indemnification agreements, although they are generally less detailed than such agreements. The changes to these provisions of the bylaws primarily conform to certain of the changes effected by the New Indemnification Agreement described above. These changes, among things:
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expand provisions to indemnify Indemnitee against certain expenses in enforcing rights under any agreements and under director and officer liability insurance policies;
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add additional rights for an Indemnitee as to who determines whether the Indemnitee is permitted to be indemnified;
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include procedures for selecting independent counsel that may make a determination as to whether an Indemnitee is permitted to be indemnified;
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liberalize an Indemnitee’s entitlement to indemnification or expenses in certain claims brought by Indemnitee against the Company; and
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add provisions regarding circumstances under which an Indemnitee would not be entitled to indemnification.
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Other
The Amended and Restated Bylaws also delete outdated and inapplicable provisions, as well as update and conform other provisions in the document.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on
May 22, 2018
, at 1:30 p.m., Central time, in Houston, Texas (the “2018 Annual Meeting”). The results of the matters voted upon at the 2018 Annual Meeting and the “% For” calculation results (which exclude broker non-votes and abstentions to the extent they do not affect the vote on the matter), as more fully described in the Company’s Proxy Statement, are set forth below.
The following nominees for directors were elected to serve one-year terms:
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Nominee
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For
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Against
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Abstain
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% For
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Broker Non-Votes
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S.P. Johnson IV
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61,346,099
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906,503
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52,367
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98.54
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%
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14,225,626
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Steven A. Webster
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59,773,583
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2,014,748
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516,638
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96.74
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%
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14,225,626
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F. Gardner Parker
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58,028,647
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4,222,769
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53,553
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93.22
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%
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14,225,626
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Frances Aldrich Sevilla-Sacasa
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61,572,921
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678,757
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53,291
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98.91
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%
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14,225,626
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Thomas L. Carter, Jr.
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57,852,340
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4,398,231
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54,398
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92.93
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%
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14,225,626
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Robert F. Fulton
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61,317,777
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934,350
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52,842
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98.50
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%
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14,225,626
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Roger A. Ramsey
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60,272,244
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1,980,028
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52,697
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96.82
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%
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14,225,626
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Frank A. Wojtek
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57,897,037
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4,355,134
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52,798
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93.00
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%
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14,225,626
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The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers:
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For
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Against
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Abstain
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% For
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Broker Non-Votes
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58,655,011
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3,556,179
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93,779
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94.14
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%
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14,225,626
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The shareholders approved, in accordance with NASDAQ Marketplace Rule 5635(d), the issuance of shares of the Company’s common stock (i) either as dividends on, or upon redemption of, the Company’s 8.875% redeemable preferred stock and (ii) upon the exercise of common stock purchase warrants issued in connection with such preferred stock:
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For
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Against
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Abstain
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% For
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Broker Non-Votes
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61,351,993
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913,628
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39,348
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98.53
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%
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14,225,626
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The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:
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For
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Against
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Abstain
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% For
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Broker Non-Votes
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76,248,248
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201,754
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80,593
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99.63
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%
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