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) May 23, 2012
SEMGROUP CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-34736 | 20-3533152 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Two Warren Place
6120 S. Yale Avenue, Suite 700
Tulsa, OK 74136-4216
(Address of Principal Executive Offices) (Zip Code)
(918) 524-8100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 May 23, 2012, SemGroup Corporation (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 41,872,752 shares of the Company’s Class A common stock and Class B common stock were entitled to vote as of April 5, 2012, the record date for the Annual Meeting. There were 29,045,127 shares present, in person or by proxy, at the Annual Meeting (or 69.4% of the outstanding shares), at which the stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal 1 — Election of Directors
The stockholders voted to elect seven directors to serve for a one-year term expiring at the annual meeting of stockholders in 2013 and until their successors are duly elected and qualified. The results of the vote were as follows:
| For | Withheld | Broker Non-Votes |
||||||||||
| Ronald A. Ballschmiede |
17,650,685 | 7,365,753 | 4,028,689 | |||||||||
| Sarah M. Barpoulis |
17,650,164 | 7,366,274 | 4,028,689 | |||||||||
| John F. Chlebowski |
17,650,145 | 7,366,293 | 4,028,689 | |||||||||
| Karl F. Kurz |
17,560,711 | 7,455,727 | 4,028,689 | |||||||||
| James H. Lytal |
21,563,340 | 3,453,098 | 4,028,689 | |||||||||
| Thomas R. McDaniel |
17,560,832 | 7,455,606 | 4,028,689 | |||||||||
| Norman J. Szydlowski |
17,650,685 | 7,365,753 | 4,028,689 | |||||||||
Proposal 2 — Advisory Vote on
Executive Compensation
The stockholders voted to approve, on an advisory and non-binding basis, named executive officer compensation. The results of the vote were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 23,237,309 |
144,652 | 1,634,477 | 4,028,689 |
Proposal 3 — Ratification of Appointment of
Independent Registered Public Accounting Firm
The stockholders voted to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2012. The results of the vote were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 27,400,303 |
10,866 | 1,633,958 | -0- |
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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.
| SEMGROUP CORPORATION | ||||||
| Date: May 30, 2012 | By: | /s/ Robert N. Fitzgerald | ||||
| Robert N. Fitzgerald | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
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