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): May 24, 2019
 
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 No.)
 
 
 
 
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)
N/A
(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:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     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     o
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.     o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Class A common stock, par value $0.01 per share
 
PE
 
New York Stock Exchange
 
 
 
 
 




Item 5.07
Submission of Matters to a Vote of Security Holders.
Parsley Energy, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) on May 24, 2019 for the following purposes: (1) to elect to the Company’s Board of Directors three Class II directors, each of whom will hold office until the 2022 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, 2019; and (3) to approve, on a non-binding advisory basis, the Company’s named executive officer compensation for the fiscal year ended December 31, 2018. Each of these items is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2019.

At the close of business on April 1, 2019, the record date for the 2019 Annual Meeting, 280,572,240 shares of the Company’s Class A common stock and 36,122,731 shares of the Company’s Class B common stock were outstanding and entitled to vote at the 2019 Annual Meeting.
Proposal 1 - Election of Directors
    
Each of the three nominees for Class II director was duly elected by the Company’s stockholders, with votes as follows:
Nominee
 
Shares For
 
Shares Against
 
Shares Abstaining
 
Broker Non-Votes
William Browning
 
250,354,043
 
5,160,883
 
565,500
 
13,714,746
David H. Smith
 
228,668,189
 
26,847,136
 
565,101
 
13,714,746
Jerry Windlinger
 
252,140,737
 
3,375,158
 
564,531
 
13,714,746
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, 2019 was ratified by the Company’s stockholders, with votes as follows:
Shares For
 
Shares Against
 
Shares Abstaining
269,025,922
 
163,443
 
605,807
Proposal 3 - Approval of Named Executive Officer Compensation

The Company’s named executive officer compensation for the fiscal year ended December 31, 2018 was approved, on a non-binding advisory basis, by the Company’s stockholders, with votes as follows:
Shares For
 
Shares Against
 
Shares Abstaining
 
Broker Non-Votes
249,718,008
 
5,742,844
 
619,574
 
13,714,746











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.
 
 
 
PARSLEY ENERGY, INC.
 
 
 
 
 
 
 
 
By:
/s/ Colin W. Roberts
 
 
 
 
Colin W. Roberts
 
 
 
 
Executive Vice President—General Counsel
Dated: May 28, 2019