Current Report Filing (8-k)
May 21 2019 - 08:01AM
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 16, 2019
WPX Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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1- 35322
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45-1836028
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer
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Incorporation)
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Identification No.)
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3500 One Williams Center, Tulsa, Oklahoma
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74172-0172
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code:
855-979-2012
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:
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 (17 CFR 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbols
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Name of each exchange on which
registered
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Common stock, $0.01 par value
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WPX
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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
o
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.
o
Item 5.07
Submission of Matters to a Vote of Security Holders
At the annual meeting of stockholders of the Company held on May 16, 2019, the following actions took place.
1.
Election of Directors. The Companys stockholders reelected Mses. Lubel and Williams and Messrs. Carrig, Herdman, Kindick, Kurz, Lentz, Muncrief and Work as directors of the Company for a one-year term based on the following votes.
Nominee
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For
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Against
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Abstain
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Broker Non-
Votes
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John A. Carrig
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369,992,972
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1,237,265
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189,620
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25,672,539
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Robert K. Herdman
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369,974,188
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1,252,643
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193,026
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25,672,539
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Kelt Kindick
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368,017,377
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3,221,261
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181,219
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25,672,539
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Karl F. Kurz
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370,030,731
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1,199,665
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189,461
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25,672,539
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Henry E. Lentz
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369,935,347
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1,291,301
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193,209
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25,672,539
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Kimberly S. Lubel
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368,885,984
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2,363,653
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170,220
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25,672,539
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Richard E. Muncrief
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368,064,276
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3,190,326
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165,255
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25,672,539
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Valerie M. Williams
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369,970,863
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1,280,180
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168,814
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25,672,539
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David F. Work
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369,986,663
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1,245,787
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187,407
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25,672,539
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2.
Say on Pay. The Companys stockholders approved, on a non-binding advisory basis, the Companys executive compensation based on the following votes.
For
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Against
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Abstain
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Broker Non-Votes
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361,187,016
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9,841,299
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391,542
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25,672,539
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1
3.
Say When on Pay. The Companys stockholders voted, on a non-binding advisory basis, to hold future advisory votes on the Companys executive compensation on an annual basis, based on the following votes.
1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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359,771,338
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182,016
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11,168,729
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297,774
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25,672,539
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Based on these results and consistent with the board of directors previous recommendation to the Companys stockholders in connection with such vote, the Companys board of directors has determined to hold a stockholder advisory vote on the Companys executive compensation on an annual basis until the next frequency vote occurs.
4.
Ratification of Appointment of Auditors. The Companys stockholders approved the ratification of the appointment of Ernst & Young LLP as the independent public accounting firm for the Company for the year ending December 31, 2019, based on the following votes.
For
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Against
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Abstain
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Broker Non-Votes
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393,725,555
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3,075,547
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291,294
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0
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2
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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WPX Energy, Inc.
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Date:May 21, 2019
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By:
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/s/ Stephen E. Brilz
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Name:
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Stephen E. Brilz
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Title:
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Vice President and
Corporate Secretary
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3
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