UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934
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ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
At the annual meeting of shareholders of Cimarex Energy Co. (the “Registrant”) held on May 12, 2021, the shareholders of the Registrant approved an amendment to the Registrant’s amended and restated certificate of incorporation to provide for the annual election of directors. The certificate of incorporation previously provided for a classified board of directors. The amended and restated certificate of incorporation, which became effective on May 12, 2021, is filed as Exhibit 3.1 to this Form 8-K.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
The information set forth in Item 3.03 above is incorporated by reference herein.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders of the Registrant was held on May 12, 2021. Five proposals were voted upon at the annual meeting. Following are the results of the balloting:
Item 1. | Elect two Class I directors for terms expiring in 2024. |
Class I Director |
For |
Against |
Abstentions | Broker Non-Votes | ||||||||||||
Kathleen A. Hogenson | 88,539,119 | 1,300,199 | 91,882 | 3,894,496 | ||||||||||||
Lisa A. Stewart | 79,004,351 | 10,849,717 | 77,131 | 3,894,497 |
Item 2. | Advisory vote on executive compensation. |
For | Against | Abstentions | Broker Non-Votes | |||||||||||
83,558,341 | 6,084,709 | 288,145 | 3,894,501 |
Item 3. | Approval of the Amended and Restated 2019 Equity Incentive Plan. |
For | Against | Abstentions | Broker Non-Votes | |||||||||||
82,303,722 | 7,358,052 | 269,421 | 3,894,501 |
Item 4. | Approval of the Amendment and Restatement of the Restated Certificate of Incorporation to provide for the annual election of all directors. |
For | Against | Abstentions | Broker Non-Votes | |||||||||||
89,470,957 | 407,021 | 53,219 | 3,894,499 |
Item 5. | Ratify the appointment of KPMG LLP as independent auditors for 2021. |
For | Against | Abstentions | ||||||||
92,643,563 | 1,055,725 | 126,408 |
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. | Exhibit Name | |
3.1 | Amended and Restated Certificate of Incorporation of Cimarex Energy Co. dated May 12, 2021 | |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Cimarex has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CIMAREX ENERGY CO. | ||
Dated: May 14, 2021 | By: | /s/ Francis B. Barron |
Francis B. Barron | ||
Senior Vice President—General Counsel |
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