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): October 6, 2011
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Texas | 001-32743 | 74-1492779 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
|
12377 Merit Drive Suite 1700, LB 82 Dallas, Texas |
75251 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 368-2084
(Former name or former address, if changed since last report): Not applicable
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):
| ¨ | 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)) |
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 6, 2011, EXCO Resources, Inc. (“EXCO”) held its annual meeting of shareholders. At the annual meeting, shareholders acted upon the matters outlined in EXCO’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 23, 2011. The matters voted upon at the annual meeting were as follows:
| 1. | The election of nine directors to the Board of Directors, each for a one-year term; |
| 2. | An advisory vote on executive compensation; |
| 3. | An advisory vote to determine the frequency of future advisory votes on executive compensation; |
| 4. | The amendment of the Amended and Restated EXCO Resources, Inc. 2005 Long-Term Incentive Plan to increase the total number of shares of common stock authorized for issuance under such plan by 5,500,000 shares and to increase the amount that each share subject to a full-value award counts against the total number of shares we have reserved for issuance under the plan from 1.17 to 2.1 (the “Incentive Plan Proposal”); and |
| 5. | The ratification of the appointment of KPMG LLP as our independent registered public accounting firm. |
Pursuant to the following voting results at the annual meeting, our shareholders elected all of the directors nominated for election:
|
Name |
Votes Cast For | Votes Withheld | Broker Non-Vote | |||||||||
|
Douglas H. Miller |
155,426,331 | 16,407,125 | 22,724,648 | |||||||||
|
Stephen F. Smith |
151,819,051 | 20,014,405 | 22,724,648 | |||||||||
|
Jeffrey D. Benjamin |
161,887,923 | 9,945,533 | 22,724,648 | |||||||||
|
Earl E. Ellis |
162,082,168 | 9,751,288 | 22,724,648 | |||||||||
|
B. James Ford |
149,256,000 | 22,577,456 | 22,724,648 | |||||||||
|
Mark Mulhern |
161,163,281 | 10,670,175 | 22,724,648 | |||||||||
|
T. Boone Pickens |
162,315,884 | 9,517,572 | 22,724,648 | |||||||||
|
Jeffrey S. Serota |
149,126,812 | 22,706,644 | 22,724,648 | |||||||||
|
Robert L. Stillwell |
150,325,198 | 21,510,058 | 22,724,648 | |||||||||
Pursuant to the following voting results at the annual meeting, our shareholders approved our executive compensation arrangements:
|
Proposal 2 |
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Vote | ||||||||||||
|
Advisory vote on executive compensation |
169,868,589 | 1,820,342 | 144,525 | 22,724,648 | ||||||||||||
Pursuant to the following voting results at the annual meeting, our shareholders approved a one-year frequency for advisory votes on executive compensation:
|
Proposal 3 |
One Year | Two Years | Three Years | Abstentions | Broker Non-Vote | |||||||||||||||
|
Advisory vote to determine the frequency of future advisory votes on executive compensation |
162,147,145 | 5,423,376 | 4,176,113 | 86,822 | 22,724,648 | |||||||||||||||
Pursuant to the following voting results at the annual meeting, our shareholders approved the Incentive Plan Amendment Proposal:
|
Proposal 4 |
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Vote | ||||||||||||
|
Incentive Plan Amendment Proposal |
161,087,782 | 10,664,623 | 81,051 | 22,724,648 | ||||||||||||
Pursuant to the following voting results at the annual meeting, our shareholders approved the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm:
|
Proposal 5 |
Votes Cast For | Votes Cast Against | Abstentions | |||||||||
|
Ratification of KPMG LLP |
189,011,722 | 204,836 | 5,341,546 | |||||||||
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
|
10.1 |
Amendment Number Two to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, dated as of October 6, 2011. | |
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.
| EXCO RESOURCES, INC. | ||||||
| Date: October 7, 2011 | By: | /s/ J. DOUGLAS RAMSEY | ||||
| J. Douglas Ramsey, Ph.D. | ||||||
| Vice President - Finance | ||||||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 10.1 | Amendment Number Two to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, dated as of October 6, 2011. | |
Exhibit 10.1
AMENDMENT NUMBER TWO TO THE
EXCO RESOURCES, INC. AMENDED AND RESTATED
2005 LONG-TERM INCENTIVE PLAN
This AMENDMENT NUMBER TWO TO THE EXCO RESOURCES, INC. AMENDED AND RESTATED 2005 LONG-TERM INCENTIVE PLAN (this “ Amendment ”), dated as of October 6, 2011, is made and entered into by EXCO Resources, Inc., a Texas corporation (the “ Company ”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan (the “ Plan ”).
RECITALS
WHEREAS , Article 9 of the Plan provides that the Board of Directors of the Company (the “ Board ”) may amend the Plan at any time;
WHEREAS , the Board desires to amend the Plan, subject to shareholder approval, to increase the aggregate number of shares of Common Stock that may be issued or transferred under the Plan set forth in Article 5 of the Plan and to increase the amount that each share subject to a Full-Value Award granted pursuant to the Plan counts against the total number of shares we have reserved for issuance under the Plan from 1.17 to 2.1; and
WHEREAS , the Board submitted the proposal to amend the Plan to the Company’s shareholders at the 2011 Annual Meeting of Shareholders.
NOW, THEREFORE , in accordance with Article 9 of the Plan, the Company hereby amends the Plan as follows:
1. Section 5.1 of the Plan is hereby amended effective October 6, 2011, by deleting said section in its entirety and substituting in lieu thereof the following new Section 5.1:
(a) In General. Subject to adjustment as provided in Articles 11 and 12 , the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is twenty eight million five hundred thousand (28,500,000) shares, all of which may be delivered pursuant to Incentive Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.
(b) Exempt Shares. No more than ten percent (10%) of the shares of Common Stock that may be delivered pursuant to Awards under Section 5.1(a) may be shares designated as “Exempt Shares.”
(c) Full Value Awards. The aggregate number of shares of Common Stock available for issuance under the Plan shall be reduced by two and one tenth (2.1) shares of Common Stock for each share of Common Stock delivered in settlement of any Full Value Award. If any shares of Common Stock acquired pursuant to a Full Value Award shall be forfeited, shall expire or be canceled, and would otherwise return to the Plan pursuant to Section 5.2 , the number of shares of Common Stock that shall be available for the grant of an Award pursuant to the Plan shall be increased by two and one tenth (2.1) shares of Common Stock for each share of Common Stock subject to such Full Value Award at the time such Full Value Award, in full or in part, is forfeited, expired or canceled.
2. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
[ Signature page to follow ]
EXCO – Amendment Number Two to Incentive Plan
IN WITNESS WHEREOF , the Company has caused this Amendment to be duly executed as of the date first written above.
| EXCO RESOURCES, INC. | ||
| By: | /s/ DOUGLAS H. MILLER | |
| Name: | Douglas H. Miller | |
| Title: | Chairman and Chief Executive Officer | |
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