8-K

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

May 17, 2016

Date of Report (Date of earliest event reported)

STONE ENERGY CORPORATION

(Exact name of registrant as specified in charter)

Delaware	1-12074	72-1235413
(State or other jurisdiction of incorporation)	(Commission  File Number)	(IRS Employer Identification No.)

625 E. Kaliste Saloom Road Lafayette, Louisiana	70508
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:  (337) 237-0410

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 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 17, 2016, Stone Energy Corporation (the “Company” or “Stone”) received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is not in compliance with the NYSE continued listing standards. Section 802.01B of the NYSE continued listing standards states that a company will be considered to be below compliance if its average global market capitalization over a consecutive 30 trading-day period is less than $50 million, and at the same time stockholders’ equity is less than $50 million. The Company is considered below these criteria because its average global market capitalization has been less than $50 million over a consecutive 30 trading-day period and because its stockholders’ equity is below $50 million.

As described below under Item 5.07, at the Company’s 2016 Annual Meeting of Stockholders held on Thursday, May 19, 2016 (the “Annual Meeting”), Stone’s stockholders approved the adoption of a proposal that permits the Company’s board of directors (the “Board”) to implement a reverse stock split of the Company’s common stock as a means to address such non-compliance with the NYSE’s minimum share price requirement, if the Board were to determine to proceed with the reverse stock split. However, a reverse stock split would not cure the average global market capitalization non-compliance.

In accordance with applicable NYSE procedures, the Company has 10 business days from receipt of the Notice to submit a letter to the NYSE confirming whether it will submit a plan that demonstrates its ability to regain compliance within 18 months. Upon submission of such a letter, the Company would then submit a plan within 45 days of the receipt of the Notice. Upon receipt of the plan, the NYSE would have 45 calendar days to review and determine whether the Company has made reasonable demonstration of its ability to come into conformity with the relevant standards within the 18-month period. The NYSE will either accept the plan, at which time the Company would be subject to ongoing monitoring for compliance with the plan, or the NYSE will not accept the plan and the Company would be subject to suspension and delisting proceedings. During the 18-month cure period, the Company’s shares of common stock would continue to be listed and traded on the NYSE, subject to its continued compliance with other NYSE continued listing standards. The Company can provide no assurances that it will be able to satisfy any of the steps outlined above and maintain a listing of its shares.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below under Item 5.07, at the Annual Meeting, Stone’s stockholders approved the adoption of the First Amendment (the “Amendment”) to the Stone Energy Corporation 2009 Amended and Restated Stock Incentive Plan (As Amended and Restated December 17, 2015) (the “Stock Incentive Plan”). The Amendment increases the number of shares of common stock reserved for issuance under the Stock Incentive Plan by 450,000 shares. The Amendment became effective as of May 19, 2016. Stone’s stockholders also approved the material terms of the Stock Incentive Plan, as amended by the Amendment (i.e., the eligible employees, business criteria and maximum annual per person compensation limits) for purposes of complying with certain requirements of Section 162(m) of the Internal Revenue Code.

A description of the material provisions of the Stock Incentive Plan, as amended by the Amendment, was included in Stone’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2016. The foregoing summary is qualified in its entirety by the complete terms and conditions of the Stock Incentive Plan and of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders of Stone voted on the following proposals:

(1)    The election of ten directors each to serve a term of one year;

(2)    Ratification of the appointment of Ernst & Young LLP as Stone’s independent registered public accounting firm for fiscal 2016;

(3)    Approval of the advisory resolution approving named executive officer compensation;

(4)    Approval of the Amendment to the Stock Incentive Plan to increase the number of shares reserved for issuance under the Stock Incentive Plan by 450,000 shares;

(5)    Approval of the material terms of the Stock Incentive Plan, as amended by the Amendment, for the purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code.

(6)    Approval of an amendment to Stone’s Certificate of Incorporation to increase the number of shares of authorized common stock from 150,000,000 shares to 300,000,000 shares; and

(7)    Approval of a series of three alternative potential amendments to Stone's Certificate of Incorporation to authorize the Board to effect a reverse stock split of our common stock at ratios of 1-for-5, 1-for-10 and 1-for-20, respectively, such ratio to be determined by the Board if the Board subsequently determines to proceed with the reverse stock split, and to proportionately decrease the authorized shares of common stock.

At the Annual Meeting, the stockholders re-elected the following individuals to serve as directors until the 2017 Annual Meeting of Stockholders by the following vote:

Nominee	For	Against	Abstain	Broker Non-Votes
George R. Christmas	22,223,068	788,017	374,736	20,144,969
B. J. Duplantis	22,155,122	861,913	368,786	20,144,969
Peter D. Kinnear	22,267,191	745,315	373,315	20,144,969
David T. Lawrence	22,401,101	627,210	357,510	20,144,969
Robert S. Murley	22,349,037	674,574	362,210	20,144,969
Richard A. Pattarozzi	22,219,030	802,217	364,574	20,144,969
Donald E. Powell	22,267,972	738,038	379,811	20,144,969
Kay G. Priestly	22,573,478	709,194	103,149	20,144,969
Phyllis M. Taylor	22,484,282	806,525	95,014	20,144,969
David H. Welch	22,221,769	868,593	295,459	20,144,969

The stockholders ratified the appointment of Ernst & Young LLP as Stone’s independent registered public accounting firm for fiscal 2016 by the following vote:

For	Against	Abstain	Broker Non-Votes
41,481,448	1,901,705	147,637	—

The stockholders approved the advisory resolution approving named executive officer compensation by the following vote:

For	Against	Abstain	Broker Non-Votes
21,544,351	1,546,315	295,155	20,144,969

The stockholders approved the Amendment to the Stock Incentive Plan to increase the number of shares reserved for issuance under the Stock Incentive Plan by 450,000 shares by the following vote:

For	Against	Abstain	Broker Non-Votes
22,022,489	1,328,114	35,218	20,144,969

The stockholders approved the material terms of the Stock Incentive Plan, as amended by the Amendment, for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code by the following vote:

For	Against	Abstain	Broker Non-Votes
22,333,563	933,913	118,345	20,144,969

The stockholders approved the amendment to Stone’s Certificate of Incorporation to increase the number of shares of authorized common stock from 150,000,000 shares to 300,000,000 shares by the following vote:

For	Against	Abstain	Broker Non-Votes
38,770,300	3,332,490	1,428,000	—

Following the approval of this proposal, on May 20, 2016, Stone filed a Certificate of Amendment to Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of shares of authorized common stock from 150,000,000 shares to 300,000,000 shares. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this report.

The stockholders approved a series of three alternative potential amendments to the Certificate of Incorporation to authorize the Board to effect a reverse stock split of Stone's common stock at ratios of 1-for-5, 1-for-10 and 1-for-20, respectively, such ratio to be determined by the Board if the Board subsequently determines to proceed with the reverse stock split and to proportionately decrease the authorized shares of common stock by the following vote:

For	Against	Abstain	Broker Non-Votes
39,376,788	2,594,949	1,559,053	—

Item 7.01.Regulation FD Disclosure.

On May 20, 2016, the Company issued a press release with respect to the Notice of non-compliance from the NYSE. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
3.1	Certificate of Amendment to Certificate of Incorporation of Stone Energy Corporation
10.1	First Amendment to Stone Energy Corporation 2009 Amended and Restated Stock Incentive Plan (As Amended and Restated December 17, 2015)
99.1	Press release dated May 20, 2016, "Stone Energy Corporation Announces NYSE Notice of Non-Compliance"

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Stone Energy Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STONE ENERGY CORPORATION
Date: May 20, 2016	By:	/s/ Lisa S. Jaubert
		Lisa S. Jaubert Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Amendment to Certificate of Incorporation of Stone Energy Corporation
10.1	First Amendment to Stone Energy Corporation 2009 Amended and Restated Stock Incentive Plan (As Amended and Restated December 17, 2015)
99.1	Press release dated May 20, 2016, "Stone Energy Corporation Announces NYSE Notice of Non-Compliance"

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

OF

STONE ENERGY CORPORATION

Stone Energy Corporation (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify, in accordance with Section 242 of the Delaware General Corporation Law:

1. Article FOURTH of the Company’s Certificate of Incorporation, as amended, be, and it hereby is, amended by deleting the first sentence thereof in its entirety and inserting the following in lieu thereof:

“FOURTH: The total number of shares of capital stock of the corporation shall be 305,000,000, which shall consist of 5,000,000 shares of Preferred Stock, par value of $.01 per share, and 300,000,000 shares of Common Stock, par value of $.01 per share.”

2.The foregoing amendment was duly adopted, in accordance with Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Incorporation on this 20^th day of May, 2016.

STONE ENERGY CORPORATION
By:	/s/ Lisa S. Jaubert
	Lisa S. Jaubert
	Senior Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO THE

STONE ENERGY CORPORATION

2009 AMENDED AND RESTATED STOCK INCENTIVE PLAN

THIS FIRST AMENDMENT (this “First Amendment”) to the Stone Energy Corporation 2009 Amended and Restated Stock Incentive Plan (As Amended and Restated December 17, 2015) (the “Plan”), is made by Stone Energy Corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company previously adopted the Plan, under which the Company is authorized to grant equity-based incentive awards to certain employees and other service providers of the Company;

WHEREAS, Article X of the Plan provides that the Company’s board of directors (the “Board”) may amend the Plan from time to time without approval of the stockholders of the Company, subject to certain exceptions including the requirement that any amendment to the Plan to increase the number of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) that may be issued under the Plan must be approved by the stockholders of the Company;

WHEREAS, the Board desires to increase the number of shares of Common Stock available under the Plan and to make certain other revisions determined to be advisable by the Chief Executive Officer of the Company; and

WHEREAS, in connection with such approval, the Company hereby adopts this First Amendment, effective as of May 19, 2016 (the “Effective Date”) and subject to approval by the stockholders of the Company, to (i) increase the number of shares of Common Stock available for issuance under the Plan and (ii) increase the maximum award that may be made to an “covered employee” under the Plan in any calendar year.

NOW, THEREFORE, the Plan shall be amended as of the Effective Date, subject to approval by the Company’s stockholders, as set forth below:

1.     Subparagraph V(a) of the Plan is hereby amended and restated in its entirety to read as follows:

(a)    Shares Subject to the Plan and Award Limits. Subject to adjustment in the same manner as provided in Paragraph IX with respect to shares of Common Stock subject to Options then outstanding, the aggregate number of shares of Common Stock that may be issued under the Plan, and the maximum number of shares of Common Stock that may be issued under the Plan through Incentive Stock Options, shall not exceed 10,575,000 shares (which number includes the number of shares of Common Stock previously issued pursuant to an award (or made subject to an award that has not expired or been terminated) granted under the 2004 Plan, the 2001 Plan, the 2000 Plan, or the 1993 Plan). Shares of Common Stock subject to an Award under this Plan that expires or is canceled, forfeited, exchanged, settled in cash or otherwise terminated without the actual delivery of shares (Restricted Stock Awards shall not be considered “delivered shares” for this purpose), will again be available for Awards under this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding the foregoing, (i) the number of shares tendered or withheld in payment of any exercise or purchase price of an Award or taxes relating to an Award, (ii) shares that were subject to an Option or a Stock Appreciation Right but were not issued or delivered as a result of the net settlement or net exercise of such Option or Stock Appreciation Right and (iii) shares repurchased on the open market with the proceeds of an Option’s exercise price, will not, in each case, be available for Awards under this Plan. The Board may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute Awards) and make adjustments if the

number of shares of Common Stock actually delivered differs from the number of shares previously counted in connection with an Award.

2.    Subparagraph XII(b)(iv) of the Plan is hereby amended and restated in its entirety to read as follows:

(ix)    Limits on Awards to Covered Employees. In each calendar year during any part of which this Plan is in effect, a Covered Employee may not be granted Awards intended to be Section 162(m) Awards, (i) to the extent such Award is based on a number of shares of Stock, relating to more than 1,500,000 shares of Stock, subject to adjustment in a manner consistent with any adjustment made pursuant to Paragraph IX and (ii) to the extent such award is designated to be paid only in cash, or an Award the settlement of which is not based on a number of shares of Stock, having a value determined on the date of grant in excess of $10,000,000.

RESOLVED FURTHER, that except as provided above, the Plan shall continue to read in the current state.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Company has caused the execution of this First Amendment by its duly authorized officer.

STONE ENERGY CORPORATION
By:	/s/ David Welch
	David Welch
	Chairman, President and Chief Executive Officer
Date:	May 19, 2016

EX-99.1

         Exhibit 99.1

STONE ENERGY CORPORATION

Announces NYSE Notice of Non-Compliance

LAFAYETTE, LA. May 20, 2016

Stone Energy Corporation (NYSE: SGY) today announced the receipt of formal notice of non-compliance with the New York Stock Exchange (“NYSE”) market capitalization listing standard. On May 17, 2016, we were notified by the NYSE that our average global market capitalization has been less than $50 million over a consecutive 30 trading-day period at the same time that our stockholders’ equity is less than $50 million, which is non-compliant with Section 802.01B of the NYSE Listed Company Manual. Under the NYSE's rules, we have 10 business days from receipt of the notification to submit a letter confirming that we will submit a plan that demonstrates our ability to regain compliance within 18 months. Thereafter, we will have 45 calendar days following our confirmation letter to the NYSE to submit such plan.

Forward Looking Statements

Certain statements in this press release are forward-looking and are based upon Stone’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts, that address activities that Stone plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future, including future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and gas, operating risks, liquidity risks, including risks relating to our bank credit facility, our outstanding notes and any restructuring thereof, and our ability to continue as a going concern, political and regulatory developments and legislation, including developments and legislation relating to our operations in the Gulf of Mexico and Appalachia, and other risk factors and known trends and uncertainties as described in Stone’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Stone’s actual results and plans could differ materially from those expressed in the forward-looking statements.

Stone Energy is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico and Appalachian basins. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210 phone, 337-521-9880 fax or via e-mail at CFO@StoneEnergy.com.