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): April 14, 2021
CIMAREX ENERGY CO.
(Exact name of registrant as specified in its charter)
| Delaware | 001-31446 | 45-0466694 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
| 1700 Lincoln Street, Suite 3700, Denver, Colorado | 80203 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | 303-295-3995 |
(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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock ($0.01 par value) | XEC | New York Stock Exchange |
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 8.01 | OTHER EVENTS |
Subsequent to the filing, on March 26, 2021, of the definitive proxy statement (the “Proxy Statement”) of Cimarex Energy Co. (the “Company”) for the Company’s 2021 annual meeting of shareholders, the Company became aware of an incorrect statement in the Proxy Statement regarding the effect of broker non-votes on the outcome of Item 4 described in the Proxy Statement, which relates to a proposal to amend and restate the Company’s certificate of incorporation to provide for the annual election of all directors. The Proxy Statement as filed indicated that broker non-votes will have no effect on the outcome of the vote on that proposal. In fact, broker non-votes will have the effect of votes against the proposal. The Proxy Statement is hereby supplemented by revising the disclosure on page 99 under the caption “How are abstentions and broker non-votes counted?” as follows:
Item 4 Consider a Proposal to Amend and Restate Our Restated Certificate of Incorporation to Provide for the Annual Election of All Directors. If you abstain from voting on the proposal to amend and restate our Restated Certificate of Incorporation, you are considered present and entitled to vote, and your shares are considered in the calculation of whether Item 4 received the affirmative vote of 80% of the voting power of all of our outstanding shares of common stock. The effect of an abstention is a vote against Item 4. In addition, the effect of a broker non-vote is a vote against Item 4.
Nothing in this Current Report on Form 8-K will be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. These disclosures should be read in connection with the Proxy Statement, which should be read in its entirety.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Cimarex has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CIMAREX ENERGY CO. | ||
| Dated: April 14, 2021 | By: | /s/ Francis B. Barron |
| Francis B. Barron | ||
| Senior Vice President—General Counsel | ||
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