Current Report Filing (8-k)
05 December 2019 - 8:41AM
Edgar (US Regulatory)
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): December 4, 2019
ROAN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32720
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83-1984112
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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14701 Hertz Quail Springs Pkwy
Oklahoma City, OK 73134
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (405) 896-8050
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A Common Stock, par value
$0.001 per share
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ROAN
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Introductory Note
On December 4, 2019, Roan Resources, Inc. (Roan or the Company) held a Special Meeting for Roan stockholders to
vote on three proposals, pursuant to the Agreement and Plan of Merger, dated as of October 1, 2019 (the Merger Agreement) by and among Citizen Energy Operating, LLC (Citizen), Citizen Energy Pressburg Inc., a Delaware
corporation (Merger Sub) and a wholly-owned subsidiary of Citizen and Roan. Pursuant to the Merger Agreement, Merger Sub will merge with and into Roan, with Roan continuing as the surviving corporation in the Merger. As a result of the
Merger, Roan will become a wholly-owned subsidiary of Citizen.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 4, 2019, at a Special Meeting, Roan stockholders voted on three proposals that are described in detail in Roans
definitive proxy statement (as filed with the Securities and Exchange Commission on November 4, 2019). The final voting results are disclosed below.
1.
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Merger Proposal. The number of shares voted for or against, as well as abstentions and
broker non-votes, if applicable, with respect to the Merger Proposal presented at the Special Meeting was:
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Votes For
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Votes Against
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Abstentions
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136,875,069
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540,446
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21,567
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2.
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Non-Binding, Advisory Compensation Proposal. The number of
shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Non-Binding, Advisory Compensation Proposal presented at the
Special Meeting was:
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Votes For
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Votes Against
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Abstentions
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132,996,718
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4,276,616
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163,748
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3.
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Adjournment Proposal. The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Adjournment Proposal presented at the Special Meeting was:
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Votes For
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Votes Against
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Abstentions
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135,946,864
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1,454,754
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35,464
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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.
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ROAN RESOURCES, INC.
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Dated: December 4, 2019
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By:
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/s/ David Edwards
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Name:
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David Edwards
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Title:
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Chief Financial Officer
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