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 24, 2011

 


 

BPZ Resources, Inc.

(Exact name of registrant as specified in its charter)

 


 

Texas

 

001-12697

 

33-0502730

(State or Other Jurisdiction of

 

(Commission File Number)

 

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

Incorporation)

 

 

 

 

 

580 Westlake Park Blvd., Suite 525

Houston, Texas 77079

(Address of Principal Executive Offices)

 

(281) 556-6200

(Registrant’s Telephone Number, Including Area Code)

 

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 24, 2011, BPZ Resources, Inc. (“the Company”) held its 2011 Annual Meeting of Shareholders. The following table presents the final voting results for the items that were presented for shareholder approval:

 

Director

 

Votes For

 

Votes Withheld

 

Gordon Gray

 

61,747,491

 

437,267

 

Stephen C. Beasley

 

61,869,247

 

315,511

 

 

 

 

 

 

Votes

 

 

 

Broker

 

Proposal No. 2

 

Votes For

 

Against

 

Abstentions

 

Non-votes

 

Ratify the appointment of BDO USA, LLP as the Company’s independent public accountants

 

87,187,415

 

312,716

 

68,020

 

 

 

 

 

 

 

Votes

 

 

 

Broker

 

Proposal No. 3

 

Votes For

 

Against

 

Abstentions

 

Non-votes

 

Approve the BPZ Resources, Inc. Employee Stock Purchase Plan

 

61,273,756

 

846,029

 

64,973

 

25,383,393

 

 

 

 

 

 

Votes

 

 

 

Broker

 

Proposal No. 4

 

Votes For

 

Against

 

Abstentions

 

Non-votes

 

Approve, by non-binding vote, the compensation of our named executive officers

 

61,479,930

 

607,000

 

97,828

 

25,383,393

 

 

Proposal No. 5

 

One Year

 

Two Years

 

Three Years

 

Abstentions

 

Recommend, by non-binding vote, the frequency of the advisory vote on compensation of named executive officers

 

24,378,413

 

327,364

 

37,339,541

 

139,440

 

 

In summary, the result of the votes on matters submitted to security holders is:

 

(i)            All two nominated directors were elected to serve for respective terms of 3 years;

 

(ii)           The appointment of BDO USA, LLP as the independent auditors for 2011 was ratified;

 

(iii)          The BPZ Resources, Inc. Employee Stock Purchase Plan was approved;

 

(iv)          The stockholders approved, by a non-binding vote, the compensation of our named executive officers; and

 

(v)           The stockholders recommended, by a non-binding vote, three years as their preferred frequency of future advisory votes on compensation for named executive officers.

 

In light of the results on the advisory vote on the frequency of future advisory votes on compensation of our named executive officers (“say-on-pay”), and consistent with the Board’s recommendation, the Board has determined that the Company will hold a say-on-pay vote every three years until the next shareholder vote regarding the frequency of the say-on-pay vote, or the Board otherwise determines that a different frequency for such advisory vote is in the best interest of the Company.

 

For additional information on these proposals, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2011.

 

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SIGNATURES

 

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.

 

 

BPZ RESOURCES, INC.

 

(Registrant)

 

 

 

Dated: June 28, 2011

By:

/s/ Manuel Pablo Zúñiga-Pflücker

 

Name:

Manuel Pablo Zúñiga-Pflücker

 

Title:

President and Chief Executive Officer

 

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