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 17, 2018

 

WPX Energy, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1- 35322

 

45-1836028

(State or Other Jurisdiction of

 

(Commission File Number)

 

(IRS Employer

Incorporation)

 

 

 

Identification No.)

 

3500 One Williams Center, Tulsa, Oklahoma

 

74172-0172

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:  855-979-2012

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications 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 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 o

 

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.   o

 

 

 


 

Item 5.02                                            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Incentive Plan Amendment

 

At the Annual Meeting, the Company’s stockholders approved an amendment to the WPX Energy, Inc. 2013 Incentive Plan (the “ Incentive Plan ”).  The amendment authorized an additional 7,400,000 shares for issuance under the Incentive Plan such that a total of 11,791,285 shares are available for issuance (the 11,791,285 shares represent 4,391,285 shares remaining as of March 5, 2018, plus 7,400,000 new shares), and 19,397,209 shares are subject to the Incentive Plan (the 19,397,209 shares represent the 11,791,285 shares available for issuance plus the 7,605,924 shares subject to awards already issued but subject to forfeiture; per the terms of the Incentive Plan, any shares subject to awards that are forfeited, terminated or settled in cash shall again be available for grant). The amendment did not make any other changes to the Incentive Plan.  The Incentive Plan provides for awards to employees, officers, and non-management directors of the Company and its affiliates.  The Incentive Plan permits the granting of stock options (including incentive stock options, or ISOs), restricted stock units, performance units, performance shares, stock appreciation rights, and other stock-based awards valued in whole or in part by reference to or otherwise based on the Company’s common stock or other securities.

 

The foregoing description of the amendment to the Incentive Plan is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K.

 

Employee Stock Purchase Plan Amendments

 

At the Annual Meeting, the Company’s stockholders approved an amendment to the WPX Energy, Inc. 2011 Employee Stock Purchase Plan (the “ ESPP ”).  The amendment authorized an additional 750,000 shares for issuance under the ESPP such that a total of 913,614 shares are available for issuance (the 913,614 shares represent 163,614 shares remaining as of March 5, 2018, plus 750,000 new shares).  The amendment also eliminated the current December 11, 2021 termination date for the ESPP.  The ESPP allows eligible employees to purchase the Company’s common stock at a discount from the market value of the shares.

 

The foregoing description of the amendments to the ESPP are qualified by reference to the actual text of the ESPP, as amended, which is filed as Exhibit 4.2 to this Current Report on Form 8-K.

 

1


 

Item 5. 07                Submission of Matters to a Vote of Security Holders

 

At the annual meeting of stockholders of the Company held on May 17, 2018, the following actions took place.

 

1.                                      Election of Directors.  The Company’s stockholders reelected Mss. Lubel and Williams Messrs. Carrig, Herdman, Kindick, Kurz, Lentz, Lowrie, Muncrief and Work as directors of the Company for a one-year term based on the following votes.

 

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

John A. Carrig

 

345,430,228

 

1,755,010

 

103,321

 

28,279,513

Robert K. Herdman

 

345,424,488

 

1,757,187

 

106,884

 

28,279,513

Kelt Kindick

 

345,445,626

 

1,738,922

 

104,011

 

28,279,513

Karl F. Kurz

 

345,069,555

 

2,110,253

 

108,751

 

28,279,513

Henry E. Lentz

 

345,210,060

 

1,975,354

 

103,145

 

28,279,513

William G. Lowrie

 

344,971,952

 

2,209,988

 

106,619

 

28,279,513

Kimberly S. Lubel

 

345,123,073

 

2,065,154

 

100,332

 

28,279,513

Richard E. Muncrief

 

341,551,663

 

5,634,595

 

102,301

 

28,279,513

Valerie Williams

 

346,464,436

 

701,812

 

122,311

 

28,279,513

David F. Work

 

345,317,421

 

1,864,331

 

106,807

 

28,279,513

 

2.                                      Say on Pay.  The Company’s stockholders approved, on a non-binding advisory basis, the Company’s executive compensation based on the following votes.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

336,923,354

 

10,096,262

 

268,943

 

28,279,513

 

3.                                      Amendment to the Incentive Plan.  The Company’s stockholders approved an amendment to the Incentive Plan to increase the number of authorized shares based on the following votes.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

337,341,260

 

9,719,825

 

227,474

 

28,279,513

 

2


 

4.                                      Amendments to the ESPP.  The Company’s stockholders approved amendments to the ESPP to increase the number of authorized shares based on the following votes.

For

 

Against

 

Abstain

 

Broker Non-Votes

343,764,743

 

3,316,941

 

206,875

 

28,279,513

 

5.                                      Ratification of Appointment of Auditors.  The Company’s stockholders approved the ratification of the appointment of Ernst & Young LLP as the independent public accounting firm for the Company for the year ending December 31, 2018, based on the following votes.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

372,099,967

 

2,906,242

 

561,863

 

0

 

Item 9.01

Financial Statements and Exhibits

 

 

(d)

Exhibits

 

Exhibit
No.

 

Description

4.1

 

Amendment No. 3 to the WPX Energy, Inc. 2013 Incentive Plan (incorporated by reference to Appendix A to WPX Energy, Inc.’s definitive proxy statement on Schedule 14A (File No. 001-35322) filed with the SEC on March 29, 2018).

4.2

 

WPX Energy, Inc. 2011 Employee Stock Purchase Plan (incorporated by reference to Appendix B to WPX Energy, Inc.’s definitive proxy statement on Schedule 14A (File No. 001-35322) filed with the SEC on March 29, 2018).

 

3


 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

 

WPX Energy, Inc.

 

 

 

 

Date:

May 22, 2018

By:

/s/ Stephen E. Brilz

 

 

Name:

Stephen E. Brilz

 

 

Title:

Vice President and Corporate Secretary

 

4

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