Current Report Filing (8-k)
May 17 2021 - 6:26AM
Edgar (US Regulatory)
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2021-05-12
2021-05-12
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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 12, 2021
(Exact name of registrant as specified in
its charter)
Delaware
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001-31446
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45-0466694
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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 No.)
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1700
Lincoln Street, Suite
3700, Denver,
Colorado
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80203
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code
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303-295-3995
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N/A
(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
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Trading Symbol(s)
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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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XEC
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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 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 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
At the annual meeting of shareholders of Cimarex
Energy Co. (the “Registrant”) held on May 12, 2021, the shareholders of the Registrant approved an amendment to the Registrant’s
amended and restated certificate of incorporation to provide for the annual election of directors. The certificate of incorporation previously
provided for a classified board of directors. The amended and restated certificate of incorporation, which became effective on May 12,
2021, is filed as Exhibit 3.1 to this Form 8-K.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
The information set forth in Item 3.03 above is
incorporated by reference herein.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders
of the Registrant was held on May 12, 2021. Five proposals were voted upon at the annual meeting. Following are the results of the
balloting:
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Item 1.
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Elect
two Class I directors for terms expiring in 2024.
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Class I Director
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For
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Against
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Abstentions
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Broker
Non-Votes
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Kathleen A. Hogenson
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88,539,119
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1,300,199
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91,882
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3,894,496
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Lisa A. Stewart
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79,004,351
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10,849,717
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77,131
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|
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3,894,497
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Item 2.
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Advisory
vote on executive compensation.
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For
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Against
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Abstentions
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Broker Non-Votes
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83,558,341
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6,084,709
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288,145
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3,894,501
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Item 3.
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Approval
of the Amended and Restated 2019 Equity Incentive Plan.
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For
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Against
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Abstentions
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Broker Non-Votes
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82,303,722
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7,358,052
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269,421
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3,894,501
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Item 4.
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Approval
of the Amendment and Restatement of the Restated Certificate of Incorporation to provide for the annual election of all directors.
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For
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Against
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Abstentions
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Broker Non-Votes
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89,470,957
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|
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407,021
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53,219
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|
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3,894,499
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Item 5.
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Ratify
the appointment of KPMG LLP as independent auditors for 2021.
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For
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Against
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Abstentions
|
|
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92,643,563
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|
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1,055,725
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126,408
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Cimarex has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CIMAREX ENERGY CO.
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Dated: May 14, 2021
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By:
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/s/ Francis B. Barron
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Francis B. Barron
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Senior Vice President—General Counsel
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