Current Report Filing (8-k)
June 07 2019 - 5:30PM
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): June 3, 2019
GULFPORT ENERGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-19514
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73-1521290
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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3001 Quail Springs Parkway
Oklahoma City, Oklahoma
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73134
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(Address of principal executive offices)
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(Zip code)
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(405) 252-4600
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange
which registered
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Ticker
Symbol
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Common stock, par value $0.01 per share
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Nasdaq Global Select Market
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GPOR
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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. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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Amendment to Credit Facility
On June 3, 2019, Gulfport Energy Corporation, as borrower (the
Co-pay
), entered into a fourteenth
amendment (the
Fourteenth Amendment
) to the Amended and Restated Credit Agreement, dated as of December 27, 2013, as amended to the date hereof, with The Bank of Nova Scotia, as administrative agent, and the lenders
party thereto (the
Credit Agreement
).
Among other changes, the Fourteenth Amendment amends the
Credit Agreement to allow the Co-pay to designate certain of its subsidiaries as unrestricted subsidiaries and to include LIBOR replacement provisions. Additionally, the borrowing base was reaffirmed at $1.4 billion, and the Co-pays elected
commitment amount remained at $1.0 billion.
The preceding summary of the Fourteenth Amendment is qualified in its entirety by reference
to the full text of such amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
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The information set forth in Item 1.01 above with respect to the Fourteenth Amendment is
incorporated herein by reference, as applicable.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 6, 2019, the Company held its 2019 Annual Meeting of Stockholders (the
Annual Meeting
) at 3001 Quail
Springs Parkway, Oklahoma City, Oklahoma. At the Annual Meeting, the Companys stockholders voted on four proposals, each of which is described in more detail in the Companys definitive proxy statement filed with the Securities and
Exchange Commission on April 30, 2019. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for each matter and the number of votes cast against, abstentions and
broker non-votes, if applicable, with respect to each matter.
Proposal 1
David M. Wood, David L. Houston, Deborah G. Adams, Ben T. Morris, C. Doug Johnson, Scott E. Streller, Craig Groeschel and Paul D. Westerman
were elected to continue to serve as the Companys directors until the 2020 Annual Meeting of Stockholders and until their respective successors are elected. The results of the vote on Proposal 1 were as follows:
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Name of Nominee
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For
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Against
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Abstain
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Non-Votes
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David M. Wood
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113,125,045
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2,126,860
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56,535
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14,609,762
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David L. Houston
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100,680,057
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14,572,713
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55,670
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14,609,762
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Deborah G. Adams
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112,342,063
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2,190,959
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55,418
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14,609,762
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Ben T. Morris
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111,444,693
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3,809,982
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53,765
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14,609,762
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C. Doug Johnson
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112,445,131
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2,808,558
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54,751
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14,609,762
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Scott E. Streller
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110,995,095
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4,260,279
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53,066
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14,609,762
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Craig Groeschel
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111,983,744
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3,273,092
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51,604
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14,609,762
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Paul D. Westerman
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112,052,685
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3,203,013
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52,742
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14,609,762
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Proposal 2
The Companys stockholders approved the 2019 Amended and Restated Stock Incentive Plan. The results of the vote on Proposal 2 were as
follows:
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For
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Against
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Abstain
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Non-Votes
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108,843,725
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6,384,898
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79,817
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14,609,762
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Proposal 3
The Companys stockholders approved, on an advisory basis, the compensation paid to the Companys named executive officers. The
results of the vote on Proposal 3 were as follows:
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For
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Against
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Abstain
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Non-Votes
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112,137,222
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3,048,585
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122,633
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14,609,762
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Proposal 4
The appointment of Grant Thornton LLP as the Companys independent auditors for the fiscal year ending December 31, 2019 was
ratified. The results of the vote on Proposal 4 were as follows:
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For
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Against
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Abstain
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Non-Votes
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123,872,792
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5,964,792
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80,618
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0
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Item 9.01.
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Financial Statements and Exhibits
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SIGNATURE
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 thereunto duly authorized.
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GULFPORT ENERGY CORPORATION
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Date: June 7, 2019
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By:
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/s/ Keri Crowell
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Keri Crowell
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Chief Financial Officer
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