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): May 19, 2011

 

PETROHAWK ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33334

 

86-0876964

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

1000 Louisiana, Suite 5600
Houston, Texas

 

77002

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (832) 204-2700

 

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 (see General Instruction A.2):

 

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.

 

An annual meeting of stockholders of Petrohawk Energy Corporation (the “Company”) was held on May 18, 2011 in Houston, Texas for the purpose of voting on five proposals.

 

The first of those proposals related to the election of three individuals to serve as Class I directors of the Company for three year terms expiring in 2014. The three directors elected and the tabulation of votes (both in person and by proxy) were as follows:

 

Nominees for Directors

 

Votes For

 

Witheld

 

Floyd C. Wilson

 

203,152,918

 

23,486,796

 

Gary A. Merriman

 

202,291,374

 

24,348,340

 

Robert C. Stone, Jr.

 

202,355,849

 

24,283,865

 

 

 

 

 

 

 

 

Our continuing directors after the annual meeting include James W. Christmas, Thomas R. Fuller, James L. Irish III, Robert G. Raynolds, Stephen P. Smiley and Christopher A. Viggiano.

 

The second proposal related to the approval, on an advisory basis, of the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2010 Summary Compensation Table and the other related tables and disclosures, which was ratified and approved:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

145,128,938

 

80,360,899

 

1,149,877

 

37,048,302

 

 

The third proposal related to the approval, on an advisory basis, of frequency of future voting on compensation of the Company’s named executive officers, with choices of either once every one, two or three years.  The preference of an annual vote was ratified and approved:

 

Annually

 

Every Other Year

 

Every Three Years

 

Abstain

 

Broker Non-Votes

 

192,070,538

 

3,915,289

 

26,043,733

 

4,608,115

 

37,050,341

 

 

Based on these results, the Company’s board of directors has determined to hold its advisory vote on the compensation of named executive officers annually until the next frequency vote.

 

The fourth proposal related to the approval of amendments to the Company’s Third Amended and Restated 2004 Employee Incentive Plan, which amendments were ratified and approved:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

197,936,189

 

27,360,037

 

1,343,488

 

37,048,302

 

 

The fifth proposal related to the ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as our independent registered public accountants for the fiscal year ending December 31, 2011, which was ratified and approved:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

261,954,483

 

1,255,090

 

478,443

 

 

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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.

 

 

PETROHAWK ENERGY CORPORATION

 

 

 

By:

/s/ C. Byron Charboneau

 

 

C. Byron Charboneau

 

 

Vice President, Chief Accounting Officer

 

 

and Controller

 

Date: May 19, 2011

 

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