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): | September 15, 2016 |
Harvest Natural Resources, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-10762 | 77-0196707 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 1177 Enclave Parkway, Suite 300, Houston, Texas | 77077 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 281-899-5700 |
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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 15, 2016, Harvest Natural Resources, Inc. (the "Company") held its reconvened 2016 annual meeting of stockholders for the purpose of approving seven proposals, as set forth below and further described in the definitive proxy statement the Company filed with the SEC on August 2, 2016, as supplemented by the proxy supplement the Company filed with the SEC on September 8, 2016. At the annual meeting, the Company’s stockholders authorized the sale by the Company, indirectly through subsidiaries, of all of the Company’s interests in Venezuela. Additionally, all seven director nominees were elected and each of the other proposals considered at the annual meeting was approved. The voting results at the annual meeting are set forth below.
1. The Company’s stockholders authorized the sale by the Company, indirectly through subsidiaries, of all of the Company’s interests in Venezuela.
For: 31,430,286
Against: 32,680
Abstain: 735,124
Broker Non-Votes: 11,455,778
Additionally, as required by the Share Purchase Agreement relating to the sale, the sale was authorized by a majority (72.4%) of the shares of the Company’s common stock excluding shares owned, directly or indirectly, by CT Energy Holding SRL or its affiliates.
2. The Company’s stockholders approved, on an advisory basis, compensation that will or may become payable by the Company to its named executive officers in connection with the sale of the Company’s interests in Venezuela.
For: 22,969,011
Against: 7,783,444
Abstain: 1,445,635
Broker Non-Votes: 11,455,778
3. The Company’s stockholders elected seven directors to serve until the 2017 annual meeting and until their successors have been duly elected and qualified.
Director Nominee: Stephen D. Chesebro’
For: 30,595,205
Withheld: 1,602,885
Broker Non-Votes: 11,455,778
Director Nominee: Oswaldo Cisneros
For: 30,336,148
Withheld: 1,861,942
Broker Non-Votes: 11,455,778
Director Nominee: James A. Edmiston
For: 30,540,850
Withheld: 1,657,240
Broker Non-Votes: 11,455,778
Director Nominee: Robert E. Irelan
For: 30,293,604
Withheld: 1,904,486
Broker Non-Votes: 11,455,778
Director Nominee: Edgard Leal
For: 30,074,187
Withheld: 2,123,903
Broker Non-Votes: 11,455,778
Director Nominee: Patrick M. Murray
For: 30,293,454
Withheld: 1,904,636
Broker Non-Votes: 11,455,778
Director Nominee: Alberto Sosa
For: 30,343,048
Withheld: 1,855,042
Broker Non-Votes: 11,455,778
Total Votes
For: 212,476,496
Withheld: 12,910,134
Broker Non-Votes: 80,190,446
4. The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2016.
For: 42,250,195
Against: 645,427
Abstain: 758,246
Broker Non-Votes: 0
5. The Company’s stockholders adopted an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock at a ratio between one-for-four and one-for-ten, inclusive, with the exact ratio to be determined by the Company’s board of directors.
For: 42,964,725
Against: 623,343
Abstain: 65,800
Broker Non-Votes: 0
6. The Company’s stockholders approved an adjournment of the annual meeting, if deemed necessary or appropriate.
For: 39,538,920
Against: 3,336,683
Abstain: 778,265
Broker Non-Votes: 0
7. The Company’s stockholders approved a proposal to permit the Company to conduct other business as may properly come before the meeting.
For: 29,479,116
Against: 2,507,160
Abstain: 211,814
Broker Non-Votes: 11,455,778
Item 7.01 Regulation FD Disclosure.
On September 16, 2016, the Company issued a press release relating to the voting results at the 2016 annual meeting, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Harvest Natural Resources, Inc., dated September 16, 2016
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.
| Harvest Natural Resources, Inc. | ||||
| September 16, 2016 | By: |
Keith L. Head
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| Name: Keith L. Head | ||||
| Title: Vice President & General Counsel | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release of Harvest Natural Resources, Inc., dated September 16, 2016 |
HARVEST NATURAL RESOURCES
ANNOUNCES STOCKHOLDER AUTHORIZATION
OF SALE OF INTERESTS IN VENEZUELA
Houston, September 16, 2016— Harvest Natural Resources, Inc. (Harvest or the Company) (NYSE: HNR) today announced that, at the Company’s annual meeting held yesterday, the Company’s stockholders authorized the sale of all of the Company’s interests in Venezuela to CT Energy Holding SRL, a private investment firm (CT Energy), with more than 97% of the total number of shares voting on the proposal approving the transaction. At the closing of the sale, CT Energy or one of its affiliates will pay Harvest $80 million, subject to certain adjustments, and a $12 million six-month 11% note payable, among other consideration.
On June 30, 2016, the Company announced that it and its wholly owned subsidiary, HNR Energia B.V. (HNR Energia), had entered into a Share Purchase Agreement, under which CT Energy would acquire HNR Energia’s 51% interest in Harvest-Vinccler Dutch Holding B.V., a Netherlands company through which all of Harvest’s Venezuelan interests are owned. Under the Share Purchase Agreement, in addition to the consideration mentioned above, Harvest will receive the cancellation of (i) $30 million of outstanding debt held by CT Energy, (ii) CT Energy’s 8,667,597 shares of Harvest common stock and (iii) warrants held by CT Energy to purchase 34,070,820 shares of Harvest common stock, exercisable under certain circumstances, at an exercise price of $1.25 per share.
The closing of the sale of the Company’s Venezuelan interests remains subject to certain conditions, as further described in the Share Purchase Agreement and the Company’s public filings with the Securities and Exchange Commission. Closing is expected to take place on October 7, 2016.
Six other proposals were approved by Harvest’s stockholders at the annual meeting. These included proposals to (i) approve, on an advisory basis, compensation that will or may become payable to the Company’s named executive officers in connection with the sale of the Company’s Venezuelan interests, (ii) re-elect the Company’s seven existing directors and (iii) adopt an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock at a ratio between one-for-four and one-for-ten, inclusive, with the exact ratio to be determined by the Board, as well as certain administrative proposals.
About Harvest Natural Resources
Harvest Natural Resources, Inc., headquartered in Houston, Texas, is an independent energy company with principal operations in Venezuela and exploration and exploitation assets in Gabon. For more information visit Harvest’s website at www.harvestnr.com.
CONTACT:
Stephen C. Haynes
Vice President, Chief Financial Officer
(281) 899-5716
Forward Looking Statements
This press release may contain projections and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. They may include the potential benefits of the transaction with CT Energy, expected use of proceeds, future expenses, planned capital expenditures, anticipated cash flow and our business strategy. All statements other than statements of historical facts may constitute forward-looking statements. Although Harvest believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will be correct. Actual results may differ materially from Harvest’s expectations due to uncertainties and risks outside of Harvest’s control. Such risks and uncertainties, include, among others, the following possibilities: the possibility that the closing conditions to the contemplated transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; delay in closing the transaction or the possibility of non-consummation of the transaction; the occurrence of any event that could give rise to termination of the Share Purchase Agreement; risks related to the disruption of the transaction to Harvest and its management; the effect of announcement of the transaction on Harvest’s ability to retain and hire key personnel and maintain relationships with its partners, suppliers and other third parties; difficult global economic and commodity and capital markets conditions; changes in the legal and regulatory environment; and other risks, including those discussed in Harvest’s 2015 Annual Report on Form 10-K and other public filings.