Parsley Energy, Inc. (Form: 8-K, Received: 06/05/2017 06:06:51)

Shares For

Shares Against

Shares Abstaining

Broker Non-Votes

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2017



	________________
PARSLEY ENERGY, INC. (Exact Name of Registrant as Specified in its Charter)
	________________

Delaware	001-36463	46-4314192
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

	303 Colorado Street, Suite 3000 Austin, Texas 78701
	(Address of Principal Executive Offices) (Zip Code)
	737-704-2300
(Registrant’s Telephone Number, Including Area Code)

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 grown 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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 below, at the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) of Parsley Energy, Inc. (the “Company”) held on June 2, 2017, in Austin, Texas, the Company’s stockholders approved a proposal to amend the Company’s Amended and Restated Bylaws, dated October 28, 2016 (the “A&R Bylaws”), to replace the plurality voting standard in uncontested director elections with a majority voting standard. The plurality voting standard will continue to apply in contested director elections. The amendment (the “Amendment”) to the A&R Bylaws became effective on June 2, 2017.

The foregoing description of the Amendment to the A&R Bylaws is qualified in its entirety by reference to the full text of the Amendment to the A&R Bylaws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

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

The Company held the 2017 Annual Meeting on June 2, 2017 for the following purposes: (1) to elect to the Company’s Board of Directors two Class III directors, each of whom will hold office until the 2020 Annual Meeting of Stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal; (2) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; (3) to approve, on a non-binding advisory basis, the Company’s named executive officer compensation for the fiscal year ended December 31, 2016; and (4) as described in Item 5.03 above, to adopt an amendment to the Company’s A&R Bylaws to implement a majority voting standard in uncontested director elections. Each of these items is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2017.

At the close of business on April 6, 2017, the record date for the 2017 Annual Meeting, 246,486,859 shares of the Company’s Class A common stock and 28,008,573 shares of the Company’s Class B common stock were outstanding and entitled to vote at the 2017 Annual Meeting.

Proposal 1 - Election of Directors

Each of the two nominees for Class III director was duly elected by the Company’s stockholders, with votes as follows:



Nominee	Shares For	Withheld
Bryan Sheffield	222,836,963	4,145,408
A.R. Alameddine	209,587,804	17,394,567

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified by the Company’s stockholders, with votes as follows:



Shares For	Shares Against	Shares Abstaining
235,714,313	174,556	1,351,999

Proposal 3 - Approval of Named Executive Officer Compensation

The Company’s named executive officer compensation for the fiscal year ended December 31, 2016 was approved, on a non-binding advisory basis, by the Company’s stockholders, with votes as follows:

Proposal 4 - Bylaws Amendment for Majority Voting Standard in Uncontested Director Elections

The adoption of an amendment to the Company’s A&R Bylaws to implement a majority voting standard in uncontested director elections was approved by the Company’s stockholders, with votes as follows:

Item 9.01 Financial Statements and Exhibits.



EXHIBIT		DESCRIPTION
3.1		Amendment to Amended and Restated Bylaws of Parsley Energy, Inc., dated as of June 2, 2017.

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.



	PARSLEY ENERGY, INC.


	By: /s/ Colin W. Roberts
	Colin W. Roberts
	Executive Vice President-General Counsel
Dated: June 2, 2017



EXHIBIT
3.1		Amendment to Amended and Restated Bylaws of Parsley Energy, Inc., dated as of June 2, 2017.

FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF PARSLEY ENERGY, INC.

This First Amendment to the Amended and Restated Bylaws of Parsley Energy, Inc., a Delaware corporation (the “ Company ”), is dated as of June 2, 2017 (this “ First Amendment ”).

The Amended and Restated Bylaws of the Company (the “ Bylaws ”) were previously amended and restated on October 28, 2016 by resolution of the board of directors of the Company (the “ Board ”).

The Board has recommended to the holders of the outstanding shares of Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, of the Company (together, the “ Common Stock ”) the adoption of, and the holders of at least 66 2/3% shares of Common Stock entitled to vote in the election of directors have approved, the amendment to the Bylaws as set forth below, in accordance with Article EIGHTH of the Certificate of Incorporation of the Company and Article VIII of the Bylaws, effective as of the date of this First Amendment.

NOW, THEREFORE, the Bylaws are hereby amended as follows:

1. Article II is hereby amended to delete Section 2.11 in its entirety and replace it with the following:

Section 2.11. Required Vote. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, at any meeting at which directors are to be elected, so long as a quorum is present, the directors shall be elected by a majority of votes cast by the holders of shares entitled to vote in the election; provided, however , that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast. For purposes of this Section 2.11 , a majority of the votes cast means that the number of shares voted “for” a nominee must exceed the number of shares voted “against” that nominee. Unless the director election standard is a plurality, if an incumbent director is not elected by a majority of the votes cast, the incumbent director shall tender his or her resignation to the Board for consideration following the certification of the election results. The Nominating and Governance Committee shall consider the resignation and make a recommendation to the Board on whether to accept or reject the director’s resignation or whether other action should be taken. The Board shall then consider each tendered resignation and act on each, taking into account its fiduciary duties to the Corporation and the stockholders. Within 90 days from the date of the certification of the election results, the Corporation shall publicly disclose the decision of the Board, and, if applicable, the Board’s reason for rejecting a tendered resignation. An incumbent director who tenders his or her resignation for consideration shall not participate in the Nominating and Governance Committee’s recommendation or the Board’s decision, or any deliberations related thereto. If a director’s resignation is accepted by the Board pursuant to this Section 2.11 , or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board may fill the resulting vacancy pursuant to the provisions of Section 3.9 or may decrease the size of the Board pursuant to Section 3.2 . The election of directors by the stockholders shall be by written ballot if directed by the chairman of the meeting or if the number of nominees exceeds the number of directors to be elected. Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited. Except as otherwise provided by applicable law, the rules and regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation, or these Bylaws, in all matters other than the election of directors and certain non-binding advisory votes described below, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders. In non-binding advisory matters with more than two possible vote choices, the affirmative vote of a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the recommendation of the stockholders.

2. Except as amended by this First Amendment, the Bylaws remain the same and in full force and effect.



(d)	Exhibits