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EX-10.1 - EX-10.1 - PETROQUEST ENERGY INCd591242dex101.htm

 

 

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 16, 2018

 

 

PetroQuest Energy, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-32681   72-1440714

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

400 E. Kaliste Saloom Rd., Suite 6000

Lafayette, Louisiana

  70508
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (337) 232-7028

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

PetroQuest Energy, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders on May 16, 2018. The following proposals were submitted to the holders of the Company’s common stock (the “Common Stock”) for a vote:

 

  1. The election of six nominees to the Board of Directors;

 

  2. The adoption of the amended and restated 2016 Long Term Incentive Plan (the “2016 Incentive Plan”);

 

  3. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and

 

  4. An advisory vote on the Company’s 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

Charles T. Goodson

  8,299,808   906,845   10,657,265

William W. Rucks, IV

  8,298,164   908,489   10,657,265

E. Wayne Nordberg

  8,313,291   893,362   10,657,265

J. Gerard Jolly

  8,314,028   892,625   10,657,265

W. J. Gordon, III

  8,241,232   965,421   10,657,265

Charles F. Mitchell, II, M.D

  8,301,789   904,864   10,657,265

 

  2. The following votes were cast in the adoption of the 2016 Incentive Plan:

 

Number of Votes

Voted For

 

Number of Votes

Voted Against

 

Number of Votes

Abstaining

 

Number of

Broker

Non-Votes

8,003,996   1,114,420   88,237   10,657,265

3. The following votes were cast in the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:

 

Number of Votes

Voted For

 

Number of Votes
Voted Against

 

Number of Votes
Abstaining

 

Number of
Broker

Non-Votes

18,895,495   950,442   17,981   0


4.    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 2018 Proxy Statement:

 

Number of

Votes
Voted For

  

Number of

Votes
Voted Against

  

Number of Votes
Abstaining

  

Number of
Broker

Non-Votes

8,226,162

   866,670    113,821    10,657,265

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit

Number

  

Description of Exhibit

10.1    PetroQuest Energy, Inc. Amended and Restated 2016 Long Term Incentive Plan.


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.

Date: May 18, 2018

 

PETROQUEST ENERGY, INC.

/s/ J. Bond Clement

J. Bond Clement

Executive Vice President, Chief Financial Officer

and Treasurer