Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 14, 2021, at the Annual Meeting (as defined below), the shareholders of Callon Petroleum Company (“Callon” or the “Company”) approved an amendment to Callon’s Certificate of Incorporation to increase the number of authorized shares of Callon Common Stock from 52,500,000 shares to 78,750,000 shares (the “Charter Amendment”). Callon filed the Charter Amendment with the Secretary of State of the State of Delaware and the Charter Amendment became effective on May 14, 2021.
The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2021, the Company held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) in Houston, Texas. As of the close of business on March 15, 2021, the record date for the Annual Meeting, there were 46,155,799 shares of Common Stock outstanding. A total of 31,875,415 shares of Common Stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. At the Annual Meeting, shareholders:
(a) Elected four Class III directors to serve on the Board, each for three years (Proposal 1);
(b) Approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Proposal 2);
(c) Ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 3);
(d) Approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock (the “Authorized Share Increase Charter Amendment”) (Proposal 4).
For additional information on these proposals, please see the Proxy Statement. The voting results for each of these proposals are set forth below:
Proposal 1 – Election of Class III 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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Frances Aldrich Sevilla-Sacasa
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22,551,079
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467,583
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8,856,753
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Barbara J. Faulkenberry
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22,544,663
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473,999
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8,856,753
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L. Richard Flury
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22,295,317
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723,345
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8,856,753
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Joseph C. Gatto, Jr.
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22,843,443
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175,219
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8,856,753
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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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22,048,577
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737,498
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232,586
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8,856,754
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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, 2021
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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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31,484,920
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158,635
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231,860
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Proposal 4 – Approval of the Authorized Share Increase Charter Amendment
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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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28,639,443
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3,157,190
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78,780
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