UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2011
PETROQUEST ENERGY, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-32681 | 72-1440714 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana |
70508 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (337) 232-7028
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
PetroQuest Energy, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders on May
12, 2011. The following proposals were submitted to the holders of the Company’s common stock (the
“Common Stock”) for a vote:
| 1. | The election of six nominees to the Board of Directors; |
||
| 2. | The ratification of the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31,
2011; |
||
| 3. | An advisory vote on executive compensation; and |
||
| 4. | An advisory vote on the frequency of holding future advisory votes on executive
compensation. |
The results of such votes were as follows:
1. The following votes were cast in the election of six nominees to the Board of Directors:
| Number of | ||||||||||||
| Number of Votes | Number of Votes | Broker | ||||||||||
| Name of Nominee | Voted For | Withheld | Non-Votes | |||||||||
Charles T. Goodson |
40,956,802 | 1,645,558 | 11,289,747 | |||||||||
William W. Rucks, IV |
41,848,030 | 754,330 | 11,289,747 | |||||||||
E. Wayne Nordberg |
17,513,148 | 25,089,212 | 11,289,747 | |||||||||
Michael L. Finch |
41,938,780 | 663,580 | 11,289,747 | |||||||||
W. J. Gordon, III |
40,529,598 | 2,072,762 | 11,289,747 | |||||||||
Charles F. Mitchell, II, M.D. |
40,527,793 | 2,074,567 | 11,289,747 | |||||||||
2. The following votes were cast in the ratification of the appointment of Ernst & Young LLP
as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2011:
| Number of Votes | Number of Votes | Number of Votes | Number of | |||
| Voted For | Voted Against | Abstaining | Broker Non-Votes | |||
53,566,576
|
231,419 | 94,112 | 0 |
3. The following advisory (non-binding) votes were cast to approve the compensation paid to
the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K,
including the Compensation Discussion and Analysis, compensation tables and narrative discussion in
the 2011 Proxy Statement:
| Number of Votes | Number of Votes | Number of Votes | Number of | |||
| Voted For | Voted Against | Abstaining | Broker Non-Votes | |||
| 38,373,004 | 4,171,257 | 58,099 | 11,289,747 |
4. The following advisory (non-binding) votes were cast on whether future advisory votes on
executive compensation should be held every one, two or three years:
| Number of Votes | ||||
| Alternative | Voted For | |||
1 Year |
32,676,865 | |||
2 Years |
154,684 | |||
3 Years |
9,780,432 | |||
Abstain |
62,379 | |||
In accordance with the voting results listed above, the Company has determined that it will conduct
an advisory vote on executive compensation every year until the next vote on the frequency of
shareholder votes on the compensation of executives.
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.
Date: May 18, 2011
| PETROQUEST ENERGY, INC. |
||||
| /s/ Daniel G. Fournerat | ||||
| Daniel G. Fournerat | ||||
| Executive Vice President, General Counsel and Secretary | ||||