8-K 1 a8-kannualmeetingofstockho.htm 8-K Document


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 27, 2017
____________
EXTERRAN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
____________
Delaware
001-36875
47-3282259
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 
4444 Brittmoore Road
Houston, Texas 77041
(Address of Principal Executive Offices) (Zip Code)
 
 (281) 836-7000 
Registrant’s telephone number, including area code
 
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. ¨





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

Exterran Corporation’s annual meeting of stockholders was held on April 27, 2017. In connection with the meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934, as amended. The following are the voting results on the matters voted upon at the meeting, all of which are more fully described in our Proxy Statement filed with the SEC on March 17, 2017.

1.
Each of our directors was elected for a term expiring at the next annual meeting of stockholders until their successors are duly elected and qualified:
NOMINEE
 
VOTES FOR
 
VOTES WITHHELD
 
BROKER
NON-VOTES
William M. Goodyear
 
26,711,461
 
2,516,940
 
1,651,468
James C. Gouin
 
27,191,018
 
2,037,383
 
1,651,468
John P. Ryan
 
27,175,504
 
2,052,897
 
1,651,468
Christopher T. Seaver
 
27,175,460
 
2,052,941
 
1,651,468
Mark R. Sotir
 
29,134,399
 
94,002
 
1,651,468
Richard R. Stewart
 
29,147,449
 
80,952
 
1,651,468
Andrew J. Way
 
29,147,689
 
80,712
 
1,651,468
Ieda Gomes Yell
 
29,083,667
 
144,734
 
1,651,468

2.
Deloitte and Touche LLP was ratified as our independent registered public accounting firm for fiscal year 2017.
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
30,725,930
 
140,543
 
13,396

3.
The compensation of our Named Executive Officers for 2016 was approved.
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
28,716,163
 
504,178
 
8,060
 
1,651,468

4.
A one year frequency of future stockholder advisory votes on the compensation paid to our Named Executive Officers was approved.
1 YEAR
 
2 YEARS
 
3 YEARS
 
ABSTENTIONS
22,319,276
 
1,613
 
6,890,415
 
17,097

The Board has considered the results of this vote, and has determined to annually propose a stockholder advisory vote on the compensation paid to our Named Executive Officers.


2



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.
 
 
EXTERRAN CORPORATION
 
 
 
 
 /s/ Valerie L. Banner
 
Valerie L. Banner
 
 
Vice President and General Counsel
 
Date: April 28, 2017


3