UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  February 24, 2012 (February 17, 2012)

 

HYPERDYNAMICS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or other jurisdiction of incorporation or organization)

 

001-32490
(Commission File Number)

 

87-0400335
(IRS Employer Identification
No.)

 

12012 Wickchester Lane, Suite 475

Houston, Texas 77079

(Address of principal executive offices,
including zip code)

 

voice:  (713) 353-9400

fax:  (713) 353-9421

(Registrant’s telephone number,
including area code)

 

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.

 

On February 17, 2012, Hyperdynamics Corporation (the “Company”) held its 2011 annual meeting of stockholders (the “Annual Meeting”).  The proposals considered at the Annual Meeting are described in detail in the Company’s definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on January 11, 2012 (the “Proxy Statement”).  At the Annual Meeting, the Company’s stockholders voted on five proposals and approved the first, fourth, fifth, and sixth proposals, as described in the Proxy Statement before the Annual Meeting was adjourned.  To permit additional time to solicit stockholder votes for the third proposal described in the Proxy Statement, the Annual Meeting was adjourned until March 1, 2012 at 9:00 am (Houston time) and scheduled to reconvene at that time at the Company’s offices located at 12012 Wickchester Lane, Suite 475, Houston, Texas.  As of January 3, 2012, the record date, 156,816,065 shares of common stock were eligible to vote.

 

Proposal 1.  The Company’s stockholders elected six (6) Directors to the Company’s Board of Directors, who will serve for a term of one year until the 2012 Annual Meeting, or until his successor is duly elected and qualified or until his earlier resignation, removal from office, death or incapacity.  The Directors were re-elected pursuant to the voting results set forth below:

 

Name

 

For

 

Withheld

 

Broker Non-Votes

 

Ray Leonard

 

73,727,459

 

5,126,455

 

53,625,236

 

Robert A. Solberg

 

74,740,350

 

4,113,564

 

53,625,236

 

Herman Cohen

 

73,366,598

 

5,487,316

 

53,625,236

 

Hon. Lord David Owen

 

74,200,779

 

4,653,135

 

53,625,236

 

William O. Strange

 

75,158,855

 

3,695,059

 

53,625,236

 

Fred Zeidman

 

74,897,141

 

3,956,773

 

53,625,236

 

 

Proposal 2.  The Company’s stockholders did not approve an amendment to the Certificate of Incorporation of the Company to classify the Board of Directors into three classes with staggered terms, pursuant to the voting results set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

46,482,791

 

32,039,195

 

331,929

 

53,625,236

 

 

Proposal 4.  The Company’s stockholders approved an amendment to the Certificate of Incorporation of the Company to increase the number of shares of its common stock, par value $0.001 per share (the “Common Stock”), authorized for issuance from 250,000,000 shares to 350,000,000 shares, pursuant to the voting results set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

115,886,799

 

16,195,494

 

396,854

 

0

 

 

2



 

Proposal 5.  The Company’s stockholders approved an amendment to the Company’s 2010 Equity Incentive Plan to increase the number of shares of Common Stock authorized thereunder from 5,000,000 shares to 10,000,000 shares, pursuant to the voting results set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

65,257,396

 

11,057,096

 

2,539,423

 

53,625,236

 

 

Proposal 6.  The Company’s stockholders ratified the selection of Deloitte & Touche LLP to serve as the Company’s independent auditor for the year ending June 30, 2012, pursuant to the voting results set forth below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

129,230,371

 

2,744,992

 

503,787

 

0

 

 

3



 

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.

 

 

HYPERDYNAMICS CORPORATION

 

 

 

 

 

Date:

February 24, 2012

 

By:

/s/ PAUL C. REINBOLT

 

Name:

Paul C. Reinbolt

 

Title:

Executive Vice President and Chief Financial Officer

 

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