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 3, 2015
Par Petroleum Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-36550 | 84-1060803 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 800 Gessner Road, Suite 875 Houston, Texas |
77024 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(713) 969-3293
(Registrant’s telephone number, including area code)
(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.
Par Petroleum Corporation, a Delaware corporation (the “Company”), held its 2015 Annual Meeting of Stockholders on June 3, 2015. The following proposals were submitted to the holders of the Company’s common stock for a vote:
| 1. | The election of eight nominees to the Board of Directors; |
| 2. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; |
| 3. | An advisory vote on executive compensation; and |
| 4. | An advisory vote on the frequency of holding future advisory votes on executive compensation. |
The results of such votes were as follows:
| 1. | The following votes were cast in the election of six nominees to the Board of Directors: |
| Name of Nominee |
Number of Votes Voted For |
Number of Votes Withheld |
Number of Broker Non-Votes |
|||||||||
| Joseph Israel |
25,321,407 | 13,017 | 4,066,389 | |||||||||
| Melvyn N. Klein |
25,319,333 | 15,091 | 4,066,389 | |||||||||
| Robert S. Silberman |
25,319,971 | 14,453 | 4,066,389 | |||||||||
| Curtis V. Anastasio |
25,319,733 | 14,691 | 4,066,389 | |||||||||
| Timothy Clossey |
25,319,433 | 14,991 | 4,066,389 | |||||||||
| L. Melvin Cooper. |
25,317,414 | 17,010 | 4,066,389 | |||||||||
| William Monteleone |
25,321,707 | 12,717 | 4,066,389 | |||||||||
| William C. Pate |
25,318,144 | 16,280 | 4,066,389 | |||||||||
2. The following votes were cast in the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015:
| Number of Votes Voted For |
Number of Votes Voted Against |
Number of Votes Abstaining |
Number of Broker Non-Votes |
|||||||||||
| 29,375,318 | 8,622 | 16,873 | 0 | |||||||||||
3. The following advisory (non-binding) votes were cast to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in the 2015 Proxy Statement:
| Number of Votes Voted For |
Number of Votes Voted Against |
Number of Votes Abstaining |
Number of Broker Non-Votes |
|||||||||||
| 25,298,552 | 17,528 | 18,344 | 4,066,389 | |||||||||||
4. The following advisory (non-binding) votes were cast on whether future advisory votes on executive compensation should be held every one, two or three years:
| Alternative |
Number of Votes Voted For |
|||
| 1 Year |
9,708,411 | |||
| 2 Years |
43,077 | |||
| 3 Years |
15,560,665 | |||
| Abstain |
22,271 | |||
| Broker Non-Votes |
4,066,389 | |||
In accordance with the voting results listed above, the Company has determined that it will conduct an advisory vote on executive compensation every three years until the next vote on the frequency of shareholder votes on the compensation of executives.
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 hereunto duly authorized.
| Par Petroleum Corporation | ||||||
| Dated: June 3, 2015 | /s/ Brice Tarzwell | |||||
| Brice Tarzwell | ||||||
| Senior Vice President, Chief Legal Officer and Secretary | ||||||