Current Report Filing (8-k)

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: June 9, 2022

(Date of earliest event reported)

EARTHSTONE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35049

84-0592823

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

(Address of principal executive offices) (Zip Code)

(281) 298-4246

(Registrant’s 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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			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	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	ESTE	New York Stock Exchange

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 of this Current Report on Form 8-K, on June 9, 2022, at the 2022 annual meeting of stockholders (the “Meeting”) of Earthstone Energy, Inc. (the “Company”), the Company's stockholders approved the Company’s proposal for the election of three individuals to serve as Class I directors of the Company for three-year terms expiring in 2025.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Meeting was held on June 9, 2022 at which the Company’s stockholders voted on the proposals identified below.

At the close of business on April 13, 2022, the record date for the Meeting, 73,440,800 shares of the Class A Common Stock and 34,271,766 shares of the Company’s Class B common stock (collectively with the Class A Common Stock, the “Common Stock”), were issued and outstanding and entitled to vote at the Meeting. Stockholders owning a total of 91,581,037 shares of Common Stock voted at the Meeting, representing approximately 85% of the shares of the Common Stock outstanding as of the record date for the Meeting.

Proposal 1 - Election of Class I Directors

Each of the nominees for Class I director was duly elected by the Company’s stockholders, with votes as follows:


Nominee	For	Withheld	Broker Non-Votes
Frank A. Lodzinski	77,228,759	14,044,542	307,736
Ray Singleton	75,348,777	15,924,524	307,736
Douglas E. Swanson, Jr.	78,340,387	12,932,914	307,736

The Company’s continuing directors after the Meeting include Robert J. Anderson, Frost Cochran, David S. Habachy, Jay F. Joliat, Phillip D. Kramer, Frank A. Lodzinski, Ray Singleton, Zachary G. Urban and Robert L. Zorich.

Proposal 2 - Approval, on an advisory basis, of the Compensation of the Company’s Named Executive Officers

The stockholders approved the proposal, as set forth below:


For	Against	Abstentions	Broker Non-Votes
90,639,810	583,005	50,485	307,736

Proposal 3 - Ratification of the Selection of Moss Adams LLP as the Company's Independent Registered Public Accounting Firm for 2022

The stockholders ratified of the selection of Moss Adams LLP as the Company's independent registered public accounting firm for 2022, as set forth below:


For	Against	Abstentions
91,565,368	13,473	2,196

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 hereunto duly authorized.