UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): January 13, 2020 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
| incorporation or organization) | File Number) | Identification Number) |
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (
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 (see General Instruction A.2 below):
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 5.07. Submission of Matters to a Vote of Security Holders.
On January 13, 2020, PDC Energy, Inc. (the “Company”) held a special meeting of the Company’s stockholders (the “Special Meeting”) at the Denver Financial Center at 1775 Sherman Street, Denver, CO 80203. At the special meeting, the Company’s stockholders voted on and approved proposals (the “Proposals”) (i) to adopt and approve the Agreement and Plan of Merger (the “Merger Agreement”), dated August 25, 2019, by and among the Company and SRC Energy Inc. (“SRC”) and the merger of the Company and SRC pursuant to the Merger Agreement (the “Merger”) and (ii) to adopt and approve the issuance of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), in connection with the Merger.
There were 61,616,700 shares of Common Stock outstanding and entitled to vote on the record date for the Special Meeting. A total of 52,531,516 shares of Common Stock were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting. The Company’s stockholders were asked to consider and act upon each of the Proposals. On January 13, 2020, the independent inspector of elections for the Special Meeting, American Election Services, LLC (“AES”), delivered its final certified voting results for each of the Proposals that were submitted to a vote at the Special Meeting. The final results of the stockholder vote on each Proposal, as certified by AES, were as follows:
PROPOSAL #1 — Adopt and approve the Merger Agreement and the Merger. The Company’s stockholders adopted and approved the Merger Agreement and the Merger.
| For: | 52,400,255 | |
| Against: | 22,152 | |
| Abstain: | 109,109 | |
| Broker Non-Votes: | 0 |
PROPOSAL #2 — Adopt and approve the issuance of shares of Common Stock in connection with the Merger. The Company’s stockholders adopted and approved the issuance of shares of Common Stock in connection with the Merger.
| For: | 52,308,623 | |
| Against: | 109,588 | |
| Abstain: | 113,305 | |
| Broker Non-Votes: | 0 |
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.
| Dated: January 13, 2020 | PDC ENERGY, INC. | |
| By: | /s/ Nicole Martinet | |
| Name: | Nicole Martinet | |
| Title: | General Counsel, Senior Vice President and Corporate Secretary | |