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): May 22, 2014
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Texas | 001-32743 | 74-1492779 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 12377 Merit Drive Suite 1700, LB 82 Dallas, Texas |
75251 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 368-2084
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.
On May 22, 2014, EXCO Resources, Inc. (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting included the following:
| 1. | The election of seven directors to the board of directors, each for a one-year term; |
| 2. | An advisory vote to approve executive compensation; and |
| 3. | The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm. |
For additional information concerning the foregoing proposals, see the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on April 7, 2014.
The table below shows the final results of voting at the Annual Meeting:
| Votes Cast For |
Votes Withheld |
Broker Non-Votes |
||||||||||
| Proposal 1 – Election of Directors |
||||||||||||
| Jeffrey D. Benjamin |
194,012,528 | 7,360,948 | 53,046,916 | |||||||||
| B. James Ford |
194,240,162 | 7,133,314 | 53,046,916 | |||||||||
| Samuel A. Mitchell |
194,382,836 | 6,990,640 | 53,046,916 | |||||||||
| T. Boone Pickens |
195,113,698 | 6,259,778 | 53,046,916 | |||||||||
| Wilbur L. Ross, Jr. |
172,516,834 | 28,856,642 | 53,046,916 | |||||||||
| Jeffrey S. Serota |
194,385,371 | 6,988,105 | 53,046,916 | |||||||||
| Robert L. Stillwell |
195,201,754 | 6,171,722 | 53,046,916 | |||||||||
| Votes Cast For |
Votes Cast Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Proposal 2 – Executive Compensation |
177,652,110 | 23,060,101 | 661,265 | 53,046,916 | ||||||||||||
| Proposal 3 – Ratification of KPMG |
253,158,193 | 854,985 | 407,214 | — | ||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXCO RESOURCES, INC. | ||||||
| Date: May 28, 2014 | By: | /s/ Mark F. Mulhern | ||||
| Name: | Mark F. Mulhern | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||