Civitas Resources Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CIVI
Oil & Gas Production
Energy
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)
_______________________
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. employer identification number) | ||||||
(Address of principal executive offices, including zip code)
(303 ) 293-9100
(Registrant’s telephone number, including area code)
_______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
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
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders (the “Annual Meeting”) of Civitas Resources, Inc. (the “Company”) held on June 4, 2024, there were 100,090,259 shares of common stock, par value $0.01 per share, of the Company eligible to vote, of which 88,105,960 shares, or approximately 88% percent, were voted. The proposals that were considered and voted upon at the Annual Meeting are described in detail in the Company’s annual proxy statement, which was filed with the Securities and Exchange Commission on April 23, 2024 (the “Proxy Statement”). The final certified voting results on those proposals are as follows:
1.Each nominee director who was up for election was elected to the board of directors of the Company (the “Board”) for a term of one year to expire at the Company’s 2025 annual meeting of stockholders and until they are either re-elected or their successor is duly elected and qualified. Votes regarding the election of these directors were as follows:
| Director | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Wouter van Kempen | 84,052,371 | 216,667 | 3,836,922 | |||||||||||||||||
| Deborah L. Byers | 83,871,954 | 397,084 | 3,836,922 | |||||||||||||||||
| Morris R. Clark | 84,197,845 | 71,193 | 3,836,922 | |||||||||||||||||
| Carrie M. Fox | 83,985,211 | 283,827 | 3,836,922 | |||||||||||||||||
| Carrie L. Hudak | 84,180,108 | 88,930 | 3,836,922 | |||||||||||||||||
| James M. Trimble | 84,166,463 | 102,575 | 3,836,922 | |||||||||||||||||
| Howard A. Willard III | 83,914,337 | 354,701 | 3,836,922 | |||||||||||||||||
| Jeffrey E. Wojahn | 83,678,667 | 590,371 | 3,836,922 | |||||||||||||||||
| M. Christopher Doyle | 84,175,594 | 93,444 | 3,836,922 | |||||||||||||||||
2.Deloitte & Touche LLP was ratified as the Company’s independent registered public accountants for the fiscal year 2024. The voting results were as follows:
| For | Against | Abstentions | ||||||||||||
| 87,957,540 | 108,641 | 39,779 | ||||||||||||
3.The proposal seeking stockholder approval of the Civitas Resources, Inc. 2024 Long Term Incentive Plan was approved. The voting results were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 83,184,249 | 1,023,660 | 61,129 | 3,836,922 | |||||||||||||||||
4.The proposal seeking stockholder approval, on an advisory basis, of the compensation of the Company’s named executive officers was approved. The voting results were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 82,413,970 | 1,764,340 | 90,728 | 3,836,922 | |||||||||||||||||
5.The proposal seeking stockholder approval, on an advisory basis, of the frequency with which the Company will hold future “Say-on-Pay” votes was approved at a frequency of one year. The voting results were as follows:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 82,072,975 | 60,376 | 1,987,553 | 148,134 | 3,836,922 | ||||||||||||||||||||||
Based on the vote of our stockholders at the Annual Meeting, and consistent with the Board’s recommendation set forth in the Proxy Statement, the Board has determined that the Company will conduct a vote to approve, on an advisory basis, the compensation of the Company’s named executive officers every year until the next stockholder advisory vote on the frequency of say-on-pay advisory votes or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s stockholders.
There was no other business voted upon at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
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.
| CIVITAS RESOURCES, INC. | ||||||||
| Date: June 4, 2024 | By: | /s/ Adrian Milton | ||||||
| Name: | Adrian Milton | |||||||
| Title: | Senior Vice President, General Counsel and Assistant Corporate Secretary | |||||||