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): November 20, 2015
 

MID-CON ENERGY PARTNERS, LP
(Exact name of registrant as specified in its charter)
 

 
 
 
 
 
Delaware
 
001-35374
 
45-2842469
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
2501 North Harwood Street, Suite 2410
Dallas, Texas
 
 
 
 
(Address of principal executive offices)
 
 
 
 
75201
 
 
 
 
(Zip code)
 
 
 
 
(972) 479-5980
 
 
 
 
(Registrant’s telephone number, including area code)
 
 
 
 
Not Applicable
 
 
 
 
(Former name or former address, if changed since last report)
 
 

Written communication 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))
 



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, at Mid-Con Energy Partners LP’s (the “Partnership”) Special Meeting of Unitholders (the “Special Meeting”), unitholders approved an amendment to the Partnership’s Long-Term Incentive Program (the “LTIP”) providing for an increase in the number of units available for issuance thereunder from 1,764,000 to 3,514,000 units. A detailed summary of the material terms of the amendment to the LTIP appears beginning on page 4 of the Partnership’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 13, 2015. The foregoing description is qualified in its entirety by reference to the text of the amendment to the LTIP, which is filed herewith as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Special Meeting was convened on Friday, November 20, 2015, and two items were submitted to unitholders for vote: (i) the approval of an amendment to the LTIP (providing for an increase in the number of units available for issuance thereunder) (the “LTIP Proposal”) and (ii) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if deemed necessary or appropriate by the Partnership’s general partner, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the LTIP Proposal (the “Adjournment Proposal”). Out of a total of 29,726,289 units outstanding and entitled to vote, 16,388,524 units (55.13%) were present at the meeting in person or by proxy.

The final results of the voting with respect to the approval of the LTIP Proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
14,008,329
 
2,262,099
 
118,096
 
0
 
The Adjournment Proposal, which was unnecessary in light of the approval of the LTIP Proposal as indicated above, was not submitted to the unitholders for approval at the Special Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
10.1
Amendment No. 1 to the Mid-Con Energy Partners, LP Long-Term Incentive Program, dated November 20, 2015.



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 hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
MID-CON ENERGY PARTNERS, LP
 
 
 
 
By: Mid-Con Energy GP, LLC,
 
 
 
 
its general partner
 
 
 
 
 
 
 
Date: November 20, 2015
 
By:
 
/s/ Nathan P. Pekar
 
 
 
 
Nathan P. Pekar
 
 
 
 
Vice President, General Counsel & Secretary



Exhibit Index  
 
 
Exhibit No.
Description
10.1
Amendment No. 1 to the Mid-Con Energy Partners, LP Long-Term Incentive Program, dated November 20, 2015.





Exhibit 10.1

AMENDMENT NO. 1 OF THE  
MID-CON ENERGY PARTNERS, LP
LONG-TERM INCENTIVE PROGRAM
THIS FIRST AMENDMENT  is made as of the date set forth below by Mid-Con Energy GP, LLC (the “Company”).

W I T N E S S E T H  :
WHEREAS,  the Mid-Con Energy Partners, LP Long-Term Incentive Program (the “Program”) is maintained for the benefit of certain eligible persons as set forth in the Program; and
WHEREAS,  all words with initial capital letters shall have the same meaning herein as ascribed thereto in the Program; and
WHEREAS,  the Company desires to amend the Program, effective as set forth below, to increase the number of units representing limited partner interests available thereunder; and
WHEREAS,  in Section 7 of the Program, the Board reserved the right to amend the Program from time to time; and
WHEREAS,  the Board has approved the amendment of the Program to effect the changes generally described above and as specifically set forth in the amendment below;

NOW, THEREFORE,  the Program is hereby amended by this Amendment No. 1 thereto, as follows:
 
1.
The first sentence of Section 4(a) is hereby amended to provide as follows:

“Subject to adjustment as provided in Section 4(c), the maximum number of Units that may be delivered with respect to Awards under the Program is 3,514,000.”
 
2.       Except as modified herein, the Program is specifically ratified and affirmed.
IN WITNESS WHEREOF,  this Amendment No. 1 of the Program is executed this 20th day of November, 2015, to be effective as herein provided.
 
 
MID-CON ENERGY GP, LLC
 
 
 
 
 
 
By:
/s/ Nathan P. Pekar
 
 
 
Nathan P. Pekar
 
 
 
Vice President, General Counsel and
 
 
 
Secretary