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 |
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001-12697 |
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33-0502730 |
(State or Other Jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
Incorporation) |
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580 Westlake Park Blvd., Suite 525
Houston, Texas 77079
(Address of Principal Executive Offices)
(281) 556-6200
(Registrants 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 |
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Votes For |
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Votes Withheld |
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Gordon Gray |
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61,747,491 |
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437,267 |
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Stephen C. Beasley |
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61,869,247 |
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315,511 |
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Votes |
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|
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Broker |
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Proposal No. 2 |
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Votes For |
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Against |
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Abstentions |
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Non-votes |
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Ratify the appointment of BDO USA, LLP as the Companys independent public accountants |
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87,187,415 |
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312,716 |
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68,020 |
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|
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|
|
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Votes |
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Broker |
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Proposal No. 3 |
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Votes For |
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Against |
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Abstentions |
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Non-votes |
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Approve the BPZ Resources, Inc. Employee Stock Purchase Plan |
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61,273,756 |
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846,029 |
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64,973 |
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25,383,393 |
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Votes |
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|
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Broker |
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Proposal No. 4 |
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Votes For |
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Against |
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Abstentions |
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Non-votes |
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Approve, by non-binding vote, the compensation of our named executive officers |
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61,479,930 |
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607,000 |
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97,828 |
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25,383,393 |
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Proposal No. 5 |
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One Year |
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Two Years |
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Three Years |
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Abstentions |
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Recommend, by non-binding vote, the frequency of the advisory vote on compensation of named executive officers |
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24,378,413 |
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327,364 |
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37,339,541 |
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139,440 |
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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 Boards 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 Companys definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2011.
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.
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BPZ RESOURCES, INC. | ||
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(Registrant) |
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Dated: June 28, 2011 |
By: |
/s/ Manuel Pablo Zúñiga-Pflücker | |
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Name: |
Manuel Pablo Zúñiga-Pflücker | |
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Title: |
President and Chief Executive Officer | |