Current Report Filing (8-k)
May 20 2021 - 4:38PM
Edgar (US Regulatory)
0001528129
false
0001528129
2021-05-20
2021-05-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 20, 2021
LAREDO PETROLEUM, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
|
|
001-35380
|
|
45-3007926
|
(State or Other Jurisdiction of Incorporation or
Organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
15 W. Sixth Street, Suite 900, Tulsa, Oklahoma
|
|
74119
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including
area code: (918) 513-4570
Not Applicable
(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
|
Common Stock, $0.01 par value
|
|
LPI
|
|
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.
|
Laredo Petroleum, Inc. (the “Company”) held its 2021 Annual
Meeting of Stockholders (the “Annual Meeting”) on Thursday, May 20, 2021. At the Annual Meeting, the Company’s stockholders
approved an amendment (the “Amendment”) to the Laredo Petroleum, Inc. Omnibus Equity Incentive Plan (the “Plan”)
to, among other things, increase the maximum number of shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”), issuable under the Plan from 1,492,500 shares to 2,432,500 shares (the Plan, as amended and restated, the “Amended
Incentive Plan”). The Company’s Board of Directors (the “Board”) had previously approved the Amendment, subject
to stockholder approval.
The principal terms of the Amended Incentive Plan are described in
the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 1, 2021 (the
“proxy statement”), which description is incorporated herein by reference and is qualified in its entirety by reference to
the full text of the Amended Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
into this Item 5.02 by reference.
As previously disclosed in the Company’s proxy statement, directors
James R. Levy and Dr. Myles W. Scoggins departed the Board upon the expiration of their terms at the Annual Meeting.
|
Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
At the Annual Meeting, the Company’s stockholders were requested
to: (1) elect Jarvis V. Hollingsworth, Lisa M. Lambert and Lori A. Lancaster (the “Class II directors”) and Edmund
P. Segner, III (the “Class I director”) to serve on the Board for terms of office expiring at the Company’s 2024
Annual Meeting of Stockholders and 2023 Annual Meeting of Stockholders, respectively, and thereafter until each of their successors is
elected and qualified or his or her earlier resignation or removal; (2) ratify the selection of Grant Thornton LLP as the Company’s
independent registered public accounting firm for the year ending December 31, 2021; (3) approve an advisory (non-binding) resolution
regarding the compensation of the Company’s named executive officers; (4) amend the Plan to, among other items, increase the
maximum number of shares of Common Stock issuable under the Plan from 1,492,500 shares to 2,432,500 shares; and (5) approve amendments
to the Amended and Restated Certificate of Incorporation of the Company to implement a majority voting standard for a stockholder vote
to (a) amend certain provisions of the certificate of incorporation, (b) amend the bylaws and (c) remove a director for
cause. As of March 23, 2021, the record date for the Annual Meeting, there were 12,899,660 shares of Common Stock outstanding and
entitled to vote at the Annual Meeting and a total of 8,648,374 shares (approximately 67%) were represented in person or by proxy at the
Annual Meeting, constituting a quorum. The following are the final voting results on proposals considered and voted upon at the Annual
Meeting, each of which is more fully described in the Company’s proxy statement:
|
1.
|
Each of the following directors were elected to the Board to serve until the expiration of their respective term at the applicable
Annual Meeting of Stockholders of the Company and thereafter until each of their successors is elected and qualified or his or her earlier
resignation or removal. Votes regarding the election of these directors were as follows:
|
NOMINEE
|
|
CLASS
|
|
YEAR
|
|
VOTES FOR
|
|
WITHHELD
|
|
BROKER NON-VOTES
|
Jarvis V. Hollingsworth
|
|
II
|
|
2024
|
|
5,654,786
|
|
302,541
|
|
2,691,047
|
Lisa M. Lambert
|
|
II
|
|
2024
|
|
5,636,665
|
|
320,662
|
|
2,691,047
|
Lori A. Lancaster
|
|
II
|
|
2024
|
|
5,634,856
|
|
322,471
|
|
2,691,047
|
Edmund P. Segner, III
|
|
I
|
|
2023
|
|
5,381,773
|
|
575,554
|
|
2,691,047
|
|
2.
|
Grant
Thornton LLP was ratified as the Company’s independent registered public accounting
firm for the year ending December 31, 2021. The voting results were as follows:
|
VOTES FOR
|
|
VOTES AGAINST
|
|
VOTES ABSTAINED
|
|
BROKER NON-VOTES
|
8,318,949
|
|
107,493
|
|
221,932
|
|
0
|
|
3.
|
The voting results for the advisory (non-binding) resolution regarding the compensation of the Company’s named executive officers
were as follows:
|
VOTES FOR
|
|
VOTES AGAINST
|
|
VOTES ABSTAINED
|
|
BROKER NON-VOTES
|
5,228,581
|
|
592,699
|
|
136,047
|
|
2,691,047
|
|
4.
|
The voting results for the Amendment to the Plan to, among other items, increase the maximum number of shares of the Company’s
Common Stock issuable under the Plan from 1,492,500 shares to 2,432,500 shares were as follows:
|
VOTES FOR
|
|
VOTES AGAINST
|
|
VOTES ABSTAINED
|
|
BROKER NON-VOTES
|
5,122,656
|
|
656,621
|
|
178,050
|
|
2,691,047
|
|
5.
|
The voting results for the amendments to the Amended and Restated Certificate of Incorporation of the Company to implement a majority
voting standard were as follows:
|
VOTES FOR
|
|
VOTES AGAINST
|
|
VOTES ABSTAINED
|
|
BROKER NON-VOTES
|
5,533,976
|
|
199,603
|
|
223,748
|
|
2,691,047
|
|
|
The
Company’s stockholders did not approve the amendments to the Amended and Restated Certificate of Incorporation of the Company to
implement a majority voting standard, because the proposal required the affirmative vote of at least 75% of the outstanding shares
entitled to vote on this proposal. This proposal received approval from approximately 97% of the votes cast, but only received the affirmative
vote of approximately 43% of the outstanding shares of Common Stock.
|
Formation of Finance Committee
On May 20, 2021, the Board approved the formation of a new Finance
Committee of the Board, including the adoption of its charter. The purpose of the Finance Committee is to oversee the financing strategy,
financial policies and financial conditions of the Company and to oversee the Company’s efforts to identify, evaluate and structure
strategic acquisitions, divestitures, business combinations or other corporate transactions of a material nature that are outside the
scope of normal operation. The Board appointed each of William E. Albrecht, Dr. Craig M. Jarchow, Lori A. Lancaster and Edmund P. Segner,
III to serve as members of the Finance Committee, with Lori A. Lancaster to serve as its chair.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
SIGNATURES
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.
|
LAREDO PETROLEUM, INC.
|
|
|
|
|
Date: May 20, 2021
|
By:
|
/s/ Bryan J. Lemmerman
|
|
|
Bryan J. Lemmerman
|
|
|
Senior Vice President and Chief Financial Officer
|
Laredo Petroleum (NYSE:LPI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Laredo Petroleum (NYSE:LPI)
Historical Stock Chart
From Apr 2023 to Apr 2024