Civitas Resources Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CIVI
Oil & Gas Production
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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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.
On June 4, 2025, Civitas Resources, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), at which there were 92,573,387 shares of common stock, par value $0.01 per share, of the Company eligible to vote, and of which 80,341,228 shares, or approximately 87% percent, were voted. The proposals that were considered and voted upon at the Annual Meeting are described in further detail in the Company’s definitive proxy statement on Schedule 14A, filed by the Company with the Securities and Exchange Commission on April 21, 2025. The final certified voting results on such proposals were as follows:
1.Stockholders elected each director nominee who stood for election to the board of directors of the Company for a one-year term, to expire at the Company’s 2026 Annual Meeting of Stockholders. The voting results were as follows:
| Director | For | Against | Broker Non-Votes | |||||||||||||||||
| Wouter van Kempen | 73,382,301 | 817,214 | 6,141,713 | |||||||||||||||||
| Deborah Byers | 73,478,207 | 721,308 | 6,141,713 | |||||||||||||||||
| Morris R. Clark | 73,459,515 | 740,000 | 6,141,713 | |||||||||||||||||
| Carrie M. Fox | 73,719,558 | 479,957 | 6,141,713 | |||||||||||||||||
| Lloyd W. “Billy” Helms, Jr. | 73,767,681 | 431,834 | 6,141,713 | |||||||||||||||||
| Carrie L. Hudak | 73,702,198 | 497,317 | 6,141,713 | |||||||||||||||||
| James M. Trimble | 73,730,154 | 469,361 | 6,141,713 | |||||||||||||||||
| Howard A. Willard III | 73,257,355 | 942,160 | 6,141,713 | |||||||||||||||||
| Jeffrey E. Wojahn | 71,538,684 | 2,660,831 | 6,141,713 | |||||||||||||||||
| M. Christopher Doyle | 73,708,077 | 491,438 | 6,141,713 | |||||||||||||||||
2.Stockholders ratified the Company’s selection of Deloitte & Touche LLP as the Company’s independent registered public accountant for the year ending December 31, 2025. The voting results were as follows:
| For | Against | Abstentions | ||||||||||||
| 79,664,370 | 443,452 | 233,406 | ||||||||||||
3.Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 71,589,256 | 2,406,074 | 204,185 | 6,141,713 | |||||||||||||||||
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: | By: | /s/ Adrian Milton | ||||||
| Name: | Adrian Milton | |||||||
| Title: | Senior Vice President, General Counsel and Assistant Corporate Secretary | |||||||