8-K 1 hpr-05012019x8kelectionres.htm 8-K Document


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 1, 2019
HighPoint Resources Corporation
(Exact name of registrant as specified in its charter)
   
Delaware
 
333-222275
 
82-3620361
(State or other jurisdiction
of incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
 
 
 
 
 
 
 
 
1099 18th Street, Suite 2300
Denver, Colorado
 
80202
 
 
(Address of principal executive office)
 
(Zip Code)
 
 
 
 
 
 
 
 
 
 
 
(303) 293-9100
 
 
 
 
(Registrant's telephone number, including area code)
 
 
 
 
 
 
 
 
 
 
 
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:
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))

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 the Security Holders.

At the Company’s annual meeting of shareholders held on May 1, 2019, the results of the balloting were as follows:

Election of directors to our Board of Directors to hold office until the annual meeting of shareholders to be held in the year 2020 and thereafter until their successors are duly elected and qualified.

Name of Nominee
Votes For
Votes Withheld
Broker Non-Votes
Mark S. Berg
169,349,508
10,429,863
20,591,121
Scott A. Gieselman
171,170,117
8,609,254
20,591,121
Craig S. Glick
171,152,616
8,626,755
20,591,121
Andrew C. Kidd
176,837,817
2,941,557
20,591,121
Lori A. Lancaster
177,459,444
2,319,927
20,591,121
Jim W. Mogg
176,794,056
2,985,315
20,591,121
William F. Owens
174,932,170
4,847,201
20,591,121
Edmund P. Segner, III
176,958,218
2,821,153
20,591,121
Michael R. Starzer
171,165,004
8,614,367
20,591,121
Randy I. Stein
176,721,173
3,058,198
20,591,121
Michael E. Wiley
176,857,519
2,921,852
20,591,121
R. Scot Woodall
176,930,530
2,848,841
20,591,121

Proposal to approve an advisory (non-binding) resolution regarding the compensation of our named executive officers (“say-on-pay”).

Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
168,667,812
2,451,046
8,660,512
20,591,122

Ratification of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
199,542,828
808,733
18,931
—







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.



Date:
May 1, 2019
 
HIGHPOINT RESOURCES CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Kenneth A. Wonstolen
 
 
 
 
Kenneth A. Wonstolen
 
 
 
 
Senior Vice President - General Counsel; and Secretary