California Resources Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CRC
Oil & Gas Production
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 26, 2024
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(Exact Name of Registrant as Specified in its Charter)
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Registrant’s Telephone Number, Including Area Code: (888 ) 848-4754
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Securities registered pursuant to Section 12(b) of the Act:
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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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Introductory Note
On June 26, 2024, California Resources Corporation, a Delaware corporation (“CRC”), held a special meeting of stockholders (the “Special Meeting”) in connection with CRC’s pending acquisition of Aera Energy, LLC and its operating affiliate Aera Energy Services Company (collectively, the “Aera Companies”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) described in our Current Report on Form 8-K, filed on February 9, 2024.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the close of business on May 6, 2024, the record date for the Special Meeting, there were 68,265,507 shares of common stock of CRC, par value $0.01 per share (“common stock”) issued and outstanding. At the Special Meeting, the holders of 64,284,719 shares of common stock were represented in person or by proxy, constituting a quorum.
The voting result on the matter presented at the Special Meeting is set forth below.
Proposal No. 1. The proposal to approve, for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of common stock, pursuant to the terms of the Merger Agreement was approved upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 63,972,219 | 225,808 | 86,692 | N/A | |||||||||||||||||
No adjournment of the Special Meeting was determined to be necessary or appropriate and, accordingly, the Special Meeting was not adjourned and proceeded to conclusion without consideration of a proposal to adjourn the Special Meeting.
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SIGNATURE
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.
| California Resources Corporation | |||||||||||
| /s/ Michael L. Preston | |||||||||||
| Name: | Michael L. Preston | ||||||||||
| Title: | Executive Vice President, Chief Strategy Officer and General Counsel | ||||||||||
DATED: June 26, 2024