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 30, 2019
OASIS PETROLEUM INC.
 
(Exact name of registrant as specified in its charter)
 
   
 
 
 
 
 
Delaware
001-34776
80-0554627
 
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
 
 
1001 Fannin Street, Suite 1500
Houston, Texas
77002
(Address of principal executive offices)
(Zip Code)
 
 
 
 
Registrant’s telephone number, including area code: (281) 404-9500
 
 
 
 
 
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.  ☐


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
OAS
New York Stock Exchange





Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”) on April 30, 2019. At the Annual Meeting, the Company’s shareholders approved the First Amendment (the “Amendment”) to the Company's Amended and Restated 2010 Long Term Incentive Plan (the “Plan”), which provided for an increase in the number of shares of the Company’s common stock available for grant under the Plan by 1,300,000 shares and extended the term of the Plan to April 30, 2029. The Amendment was made effective as of April 30, 2019. A description of the material terms of the Plan was included in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2019. In addition, the foregoing summary is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 5.07    Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders were requested to: (1) elect two Class III Directors to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2022 Annual Meeting of Shareholders; (2) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019; (3) approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Company's proxy statement; and (4) approve the Amendment. The following are the final voting results on proposals considered and voted upon at the meeting, each of which is more fully described in the Company’s proxy statement filed on March 21, 2019:
1.    Each of the Class III directors that were up for election was elected for a term of three years. Votes regarding the election of these directors were as follows:
NOMINEE
VOTES FOR
WITHHELD
BROKER NON-VOTES
Michael McShane
225,107,627
5,048,031
53,476,359
Thomas B. Nusz
228,402,686
1,752,972
53,476,359
2.    PricewaterhouseCoopers LLP was ratified as the Company’s independent registered public accounting firm for 2019. The voting results were as follows:
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
 
278,090,717
5,161,988
379,312
 
3.    The Board proposal seeking approval, on an advisory basis, of the compensation of the Company’s executive officers was approved. The voting results were as follows:
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
226,591,028
2,997,944
566,686
53,476,359
4.    The Board proposal seeking approval of the First Amendment to the Amended and Restated 2010 Long Term Incentive Plan was approved. The voting results were as follows:
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
225,374,894
4,526,037
254,727
53,476,359




1


Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.



2



SIGNATURE
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 thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
OASIS PETROLEUM INC.
(Registrant)
 
 
 
 
Date: May 3, 2019
 
 
 
By:
/s/ Nickolas J. Lorentzatos
 
 
 
 
 
Nickolas J. Lorentzatos
 
 
 
 
 
Executive Vice President, General Counsel and Corporate Secretary





3


FIRST AMENDMENT TO THE
OASIS PETROLEUM INC.
AMENDED AND RESTATED 2010 LONG TERM INCENTIVE PLAN

THIS FIRST AMENDMENT (the " First Amendment ") to the Oasis Petroleum Inc. Amended and Restated 2010 Long Term Incentive Plan, as amended from time to time (the “ Plan ”), is made effective as of April 30, 2019 (the “ Amendment Effective Date ”), by Oasis Petroleum Inc. (the “ Company ”), subject to approval by the Company’s stockholders.
W I T N E S S E T H :

WHEREAS , the Company previously adopted the Plan, under which the Company is authorized to grant equity-based incentive awards to certain employees and other service providers of the Company and its subsidiaries;

WHEREAS , Section 10(c) of the Plan provides that the Company’s board of directors (the “ Board ”) may amend the Plan (including to increase the number of shares of the Company’s common stock (“ Stock ”) available for awards under the Plan), subject to the approval of the Company’s stockholders if such approval is required by the rules of the New York Stock Exchange (“ NYSE ”);

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to amend the Plan in order to, among other things, increase the total number of shares of Stock reserved for delivery with respect to awards under the Plan in order to ensure that sufficient shares of Stock are available for future awards and to extend the term of the Plan; and
WHEREAS , the Board now desires to amend the Plan in the manner contemplated hereby, subject to approval by the Company’s stockholders at the Company’s 2019 Annual Meeting, in order to (i) increase the number of shares of Stock available for grant under the Plan by 1,300,000 shares and to provide for restrictions on shares that may be reissued under the Plan, subject to the approval of the Company’s stockholders pursuant to applicable NYSE rules, and (ii) extend the term of the Plan to April 30, 2029.
NOW, THEREFORE, the Plan shall be amended as of the Amendment Effective Date, subject to approval by the Company’s stockholders, as set forth below:

1.    Section 4(a) of the Plan is hereby deleted in its entirety and replaced with the following:

4.    Stock Subject to Plan.

(a) Overall Number of Shares Available for Delivery . Subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9, the total number of shares of Stock that may be delivered with respect to Awards under this Plan, since its original inception, shall not exceed 28,600,000 shares, and such total will be available for the issuance of Incentive Stock Options.
2.    Section 10(m) of the Plan is hereby deleted in its entirety and replaced with the following:

(m)     Plan Effective Date and Term . This Plan was adopted by the Board on February 20, 2018, to be effective as of the Effective Date, subject to approval by the stockholders of the Company. The Plan was subsequently amended pursuant to the First Amendment to the Plan, effective as of April 30, 2019. No Awards may be granted under this Plan on and after April 30, 2029.

RESOLVED FURTHER , that except as provided above, the Plan shall continue to read in the current state.