Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), held its annual meeting of shareholders on Thursday, May 16, 2019, at 9:00 a.m., Central Daylight Time, in Houston, Texas (the “2019 Annual Meeting”). At the 2019 Annual Meeting, the shareholders approved the amendment and restatement of the 2017 Incentive Plan of Carrizo Oil & Gas, Inc. (the “A&R 2017 Incentive Plan”), which, among other things authorized 6,750,000 additional shares for issuance pursuant to the A&R 2017 Incentive Plan.
A summary of material terms of the A&R 2017 Incentive Plan is set forth in the Company’s proxy statement for the 2019 Annual Meeting filed with the Securities and Exchange Commission on April 2, 2019 (the “Proxy Statement”) under the caption “Proposal 3. Approval of Amendment and Restatement of the 2017 Incentive Plan of Carrizo Oil & Gas, Inc.” and is incorporated herein by reference. The foregoing description of the A&R 2017 Incentive Plan included and incorporated by reference above does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R 2017 Incentive Plan, which is attached as Exhibit 10.1 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 results of the matters voted upon at the Company’s 2019 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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70,277,424
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890,772
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4,487,873
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98.75
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%
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10,582,776
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Steven A. Webster
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68,453,681
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2,320,676
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4,881,712
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96.72
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%
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10,582,776
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F. Gardner Parker
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64,860,473
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6,178,288
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4,617,308
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91.30
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%
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10,582,776
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Frances Aldrich Sevilla-Sacasa
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70,376,918
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689,908
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4,589,243
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99.03
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%
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10,582,776
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Thomas L. Carter, Jr.
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58,364,797
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12,766,982
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4,524,290
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82.05
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%
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10,582,776
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Robert F. Fulton
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63,994,559
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7,063,564
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4,597,946
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90.06
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%
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10,582,776
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Roger A. Ramsey
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69,090,095
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1,940,685
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4,625,289
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97.27
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%
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10,582,776
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Frank A. Wojtek
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58,737,857
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12,299,122
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4,619,090
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82.69
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%
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10,582,776
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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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41,503,090
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28,852,762
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5,300,217
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54.86
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%
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10,582,776
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The shareholders approved the A&R 2017 Incentive Plan to authorize 6,750,000 additional shares for issuance and make other changes:
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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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68,551,739
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2,600,086
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4,504,244
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90.61
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%
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10,582,776
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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, 2019:
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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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85,564,108
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496,221
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178,516
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99.22
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%
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—
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