UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
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May 9, 2019
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Callon Petroleum Company
(Exact name of registrant as specified in its charter)
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Delaware
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001-14039
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64-0844345
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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1401 Enclave Parkway, Suite 600
Houston, TX 77077
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(Address of Principal Executive Offices, and Zip Code)
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(281) 589-5200
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(Registrant’s Telephone Number, Including Area Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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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.
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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CPE
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New York Stock Exchange
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10.0% Series A Cumulative Preferred Stock
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CPE.A
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New York Stock Exchange
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Callon Petroleum Company (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”) on May 9, 2019. At the Annual Meeting, shareholders:
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(a)
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Elected two Class I directors to serve on the Board of Directors, each for three years (Proposal #1);
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(b)
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Approved, on a non-binding advisory basis, the compensation of our named executive officers (Proposal #2); and
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(c)
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Ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal #3).
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For additional information on these proposals, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2019.
Proposal 1 – Election of Class I Directors.
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Nominee
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Votes Cast For
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Votes Withheld
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Broker Non-Votes
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Michael L. Finch
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198,744,722
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2,528,366
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11,738,057
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Larry D. McVay
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192,143,111
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9,129,977
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11,738,057
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Proposal 2 – Approval, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers.
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Votes Cast For
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Votes Cast Against
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Votes Abstained
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Broker Non-Votes
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196,057,105
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5,004,491
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211,492
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11,738,057
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Proposal 3 – Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019.
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Votes Cast For
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Votes Cast Against
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Votes Abstained
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Broker Non-Votes
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212,792,773
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90,851
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127,521
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—
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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.
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Callon Petroleum Company
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(Registrant)
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May 9, 2019
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/s/ Joseph C. Gatto, Jr.
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Joseph C. Gatto, Jr.
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President and Chief Executive Officer
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