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

February 12, 2019

Date of Report (Date of earliest event reported)

 

 

Encana Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Canada   1-15226   98-0355077

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Suite 4400, 500 Centre Street SE, PO Box 2850

Calgary, Alberta, Canada, T2P 2S5

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (403) 645-2000

Not Applicable

(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))

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 5.07

Submission of Matters to a Vote of Security Holders.

On February 12, 2019, Encana Corporation (“Encana”) held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of October 31, 2018, (the “Merger Agreement”) by and among Encana, Neapolitan Merger Corp. a Delaware corporation and an indirect wholly owned subsidiary of Encana, and Newfield Exploration Company, a Delaware corporation (“Newfield”). At the Special Meeting, Encana’s shareholders considered and voted upon the following proposals:

 

  1.

to approve the issuance of Encana common shares to stockholders of Newfield, in connection with the Merger Agreement (the “Share Issuance Proposal”); and

 

  2.

to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to approve the Share Issuance Proposal (the “Adjournment Proposal”).

Each proposal was approved by the requisite vote of Encana shareholders. The final voting results are described below. For more information regarding the matters voted upon at the Special Meeting, see Encana’s definitive joint proxy statement/prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on January 8, 2019.

 

Proposal 1

  

For

  

Percent

  

Against

  

Percent

Share Issuance Proposal

  

593,455,231

  

85.97%

  

96,885,341

  

14.03%

Proposal 2

  

For

  

Percent

  

Against

  

Percent

Adjournment Proposal

  

572,567,073

  

82.94%

  

117,773,494

  

17.06%

 

ITEM 8.01

Other Events.

On February 12, 2019, Encana issued a news release announcing the results of the Special Meeting. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Encana Corporation has also fixed March 6, 2019 as the record date for the purpose of determining holders of Encana’s common shares entitled to receive notice of and to vote at an annual meeting of Encana’s shareholders, to be held on Tuesday, April 30, 2019. The Notice of Meeting and Record Date is attached as Exhibit 99.2 to this Current Report on Form 8- K.

 

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Exhibit Description

Exhibit 99.1    News Release dated February 12, 2019
Exhibit 99.2    Notice of Meeting and Record Date

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.

Dated: February 12, 2019

 

ENCANA CORPORATION
(Registrant)
By:   /s/ Dawna I. Gibb
 

Name:   Dawna I. Gibb

 

Title:   Assistant Corporate Secretary

Exhibit 99.1

 

LOGO   LOGO   news release

Encana and Newfield’s strategic combination receives shareholder approvals

Calgary, Alberta (February 12, 2019)

Encana Corporation (Encana) (TSX, NYSE: ECA) and Newfield Exploration Company (Newfield) (NYSE: NFX) announced that the proposals necessary for the companies’ planned strategic combination were approved at the special shareholder meetings held today. The transaction will create North America’s premier resource company.

The transaction is expected to close on February 13, 2019, subject to satisfaction of remaining customary closing conditions. Newfield stockholders will receive 2.6719 Encana common shares for each share of Newfield common stock. Upon completion of the transaction, Encana shareholders prior to the merger will own approximately 63.5 percent and Newfield stockholders prior to the merger will own approximately 36.5 percent of the combined company.

Encana Corporation

Encana is a leading North American energy producer that is focused on developing its strong portfolio of resource plays, held directly and indirectly through its subsidiaries, producing oil, natural gas liquids (NGLs) and natural gas. By partnering with employees, community organizations and other businesses, Encana contributes to the strength and sustainability of the communities where it operates. Encana common shares trade on the Toronto and New York stock exchanges under the symbol ECA.

Newfield Exploration Company

Newfield Exploration Company is an independent energy company engaged in the exploration, development and production of crude oil, natural gas and natural gas liquids (NGLs). Our U.S. operations are onshore and focus primarily on large scale, liquids-rich resource plays in the Anadarko Basin of Oklahoma, the Williston Basin of North Dakota and the Uinta Basin of Utah. In addition, we have oil assets offshore China, and gas assets in the Arkoma Basin of Oklahoma.

Further information on Encana Corporation is available on the company’s website, www.encana.com , or by contacting:

 

Investor contact:

Corey Code

Vice-President, Investor Relations

(403) 645-4606

 

Patti Posadowski

Sr. Advisor, Investor Relations

(403) 645-2252

 

SOURCE: Encana Corporation

 

Media contact:

Simon Scott

Vice-President, Communications

(403) 645-2526

 

Jay Averill

Director, External Communications

(403) 645-4747

Exhibit 99.2

 

LOGO

February 8, 2019

 

To:

All Canadian Securities Regulatory Authorities

 

cc:

Toronto Stock Exchange (via SEDAR)

New York Stock Exchange, Inc. (via egovdirect.com)

The Canadian Depository for Securities Ltd. (via Transfer Agent)

 

Re:

Encana Corporation

Notice of Annual Meeting of Shareholders

and Notice of Record Date

 

 

We advise the following with respect to the upcoming Annual Meeting of Shareholders of Encana Corporation:

 

Meeting Type

  

Annual

Securities Entitled to Receive Notice of & Vote at the Meeting

  

Common Shares

CUSIP Number

  

292505 104

ISIN Number

  

CA292505 104 7

Record Date for Notice & Voting

  

March 6, 2019

Beneficial Ownership Determination Date

  

March 6, 2019

Meeting Date

  

April 30, 2019

Meeting Location

  

Calgary, Alberta

Issuer sending proxy related materials directly to NOBO

  

No

Issuer paying for delivery to OBO

  

Yes

Notice and Access (NAA) Requirements:

  

NAA for Beneficial Holders

  

No

NAA for Registered Holders

  

No

 

Per:   “Dawna I. Gibb”
  Dawna I. Gibb, Assistant Corporate Secretary

 

LOGO