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 - May 24, 2013
(Date of earliest event reported)
QEP RESOURCES, INC.
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE | 001-34778 | 87-0287750 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
1050 17th Street, Suite 500, Denver, Colorado 80265
(Address of principal executive offices)
Registrant's telephone number, including area code 303-672-6900
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))
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 24, 2013. At the meeting, shareholders voted on the election of three directors to serve three-year terms and one director to serve a one-year term, and on several proposals. In order to pass, each proposal required the approval of a majority of the votes cast, except proposal 4, which, in accordance with the Company's Certificate of Incorporation, required the approval of 80% of the outstanding shares of common stock (the Company had 179,270,159 shares of common stock outstanding on the record date). The voting results are as follows:
1. Director Elections: Voting results on the election of three directors to hold office until the annual meeting in 2016, and one director to hold office until the annual meeting in 2014 were as follows:
Name | Votes For | Votes Withheld | Broker Non-Votes | |||
Julie A. Dill (3-year term) | 135,968,017 | 5,194,400 | 16,354,421 | |||
L. Richard Flury (3-year term) | 133,078,182 | 8,084,235 | 16,354,421 | |||
M.W. Scoggins (3-year term) | 122,022,209 | 19,140,208 | 16,354,421 | |||
Robert E. McKee III (1-year term) | 134,012,187 | 7,150,230 | 16,354,421 | |||
2. Executive Compensation: Voting results of an advisory vote to ratify the Company's executive compensation were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
131,021,417 | 6,999,717 | 3,141,283 | 16,354,421 | ||||
3. Auditor: Voting results on a proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company's independent auditor were as follows:
Votes For | Votes Against | Abstentions | |||
154,335,747 | 953,257 | 2,227,834 | |||
4. Company Declassification Proposal: Voting results on a Company proposal to declassify the Board of Directors were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
138,998,176 | 1,195,147 | 969,094 | 16,354,421 |
5. Shareholder Proposal: Voting results on the advisory shareholder proposal to separate the roles of the chair and CEO were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
28,971,607 | 111,206,490 | 984,320 | 16,354,421 | ||||
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 thereunto duly authorized.
QEP Resources, Inc.
(Registrant)
May 30, 2013
/s/ C.B. Stanley
C.B. Stanley,
Chairman, President and Chief Executive Officer