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): June 8, 2011
VENOCO, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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333-123711 |
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77-0323555 |
(State or other jurisdiction of |
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(Commission file number) |
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(I.R.S. Employer |
370 17th Street, Suite 3900 Denver, Colorado |
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(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (303) 626-8300
N/A
(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 (see General Instruction A.2. below):
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.
On June 8, 2011, Venoco, Inc. held its 2011 annual meeting of stockholders. The stockholders elected both of the companys nominees for director, ratified the appointment of Ernst & Young LLP as the companys independent auditors for the fiscal year ending December 31, 2011, approved, on an advisory basis, the compensation paid to the Companys named executive officers and voted in favor of providing future advisory votes on the compensation paid to the Companys named executive officers every three years. There were 61,720,733 shares eligible to vote at the meeting, of which 55,660,030 were present or represented by proxy. The following table summarizes the proposals submitted to a vote of the stockholders and the results of the voting:
(1) Election of J.C. Mac McFarland and Joel L. Reed as Class III Directors, to serve until the 2014 annual meeting of stockholders or until their successors have been duly elected and qualified:
NAME |
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FOR |
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WITHHOLD |
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NOT VOTED |
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J.C. Mac McFarland |
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47,728,869 |
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203,945 |
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7,727,216 |
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Joel L. Reed |
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47,721,183 |
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211,631 |
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7,727,216 |
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(2) Ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2011:
FOR |
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AGAINST |
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ABSTAIN |
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NOT VOTED |
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55,623,727 |
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29,885 |
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6,418 |
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0 |
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(3) Advisory approval of the compensation of the Companys named executive officers:
FOR |
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AGAINST |
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ABSTAIN |
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NOT VOTED |
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47,624,491 |
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262,724 |
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45,599 |
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7,727,216 |
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(4) Advisory vote on the frequency of future advisory votes on the compensation of the Companys named executive officers:
ONE YEAR |
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TWO YEAR |
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THREE YEAR |
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ABSTAIN |
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NOT VOTED |
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11,273,810 |
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163,807 |
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36,419,679 |
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75,518 |
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7,727,216 |
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Consistent with the vote of the Companys stockholders, the Board of Directors of the Company has determined that the frequency of future stockholder advisory votes on the compensation of the Companys named executive officers shall be every three (3) years.
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: June 9, 2011
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VENOCO, INC. | |
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By: |
/s/ Terry Anderson |
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Name: Terry Anderson | |
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Title: Secretary and General Counsel |