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(Address of Principal Executive Offices, and Zip Code)
(i281)
i589-5200
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
i☐ Written communication pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communication pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, $0.01 par value
iCPE
iNYSE
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
i☐ 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. ☐
On May 25, 2022, at the Annual Meeting (as defined below), the shareholders of Callon Petroleum Company (“Callon” or the “Company”) approved an amendment to Callon’s Certificate
of Incorporation to increase the number of authorized shares of Callon common stock (“Common Stock”) from 78,750,000 shares to 130,000,000 shares (the “Charter Amendment”). Callon filed the Charter Amendment with the Secretary of State of the State of Delaware and the Charter Amendment became effective on May 25, 2022.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2022, the
Company held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) in Houston, Texas. As of the close of business on March 30, 2022, the record date for the Annual Meeting, there were 61,493,753 shares of Common Stock outstanding. A total of 51,175,157 shares of Common Stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. At the Annual Meeting, shareholders:
(a) Elected three Class I directors to serve on the Board, each for three years (Proposal 1);
(b) Approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Proposal 2);
(c) Ratified the appointment of Grant
Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 3);
(d) Approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock (the “Authorized Share Increase Charter Amendment”) (Proposal 4).
For additional information on these proposals, please see the proxy statement for the Annual Meeting, which was filed April 11, 2022. The voting results for each of these proposals are set
forth below:
Proposal 1 – Election of Class I Directors
Nominee
Votes Cast For
Votes Withheld
Broker Non-Votes
Michael L. Finch
45,069,799
504,735
5,600,623
Mary
Shafer-Malicki
45,020,223
554,311
5,600,623
Steven A. Webster
41,511,834
4,062,700
5,600,623
Proposal 2 – Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers
Votes
Cast For
Votes Cast Against
Votes Abstained
Broker Non-Votes
43,374,035
1,947,341
253,157
5,600,624
Proposal 3 – Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December
31, 2022
Votes Cast For
Votes Cast Against
Votes Abstained
Broker Non-Votes
50,888,226
79,603
207,328
—
Proposal
4 – Approval of the Authorized Share Increase Charter Amendment
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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.
