Form 8-K



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 1, 2017

 

 

VAALCO Energy, Inc.

(Exact name of registrant as specified in its charter)

 

 

 



 

 

 

 

Delaware

 

001-32167

 

76-0274813

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)



 

9800 Richmond Avenue, Suite 700

Houston, Texas

 

77042

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (713) 623-0801

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:

 

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))

  

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

On June 1, 2017,  VAALCO Energy, Inc. (the Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders were requested to: (1) elect six directors, to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2018 Annual Meeting of Stockholders; (2) ratify the appointment of BDO USA, LLP as the Companys independent registered public accounting firm for 2017; (3) approve, on an advisory basis, the compensation of the Company’s named executive officers; and (4) approve, on a non-binding advisory basis, the frequency of executive compensation advisory votes. The following are the final voting results on proposals considered and voted upon at the meeting, each of which is more fully described in the Company’s proxy statement filed on April 19, 2017:

1.

Each of the directors nominated by the Board for election were elected for a term of office expiring at the Company’s 2018 Annual Meeting of Stockholders. Votes regarding the election of the directors nominated for election were as follows:



 

 

 

NOMINEE

VOTES FOR

WITHHELD

BROKER NON-VOTES

Cary Bounds

24,237,210

5,439,284

19,545,917

Andrew L. Fawthrop

23,159,794

6,516,700

19,545,917

John J. Myers, Jr.

23,151,963

6,524,531

19,545,917

Michael Keane

28,369,223

1,307,271

19,545,917

A. John Knapp, Jr.

23,310,138

6,366,356

19,545,917

Steven J. Pully

23,325,763

6,350,731

19,545,917



2.

BDO USA, LLP was ratified as the Company’s independent registered public accounting firm for 2017. The voting results were as follows:

21

 

 

 

VOTES FOR

VOTES AGAINST

VOTES ABSTAINED

BROKER NON-VOTES

48,609,546

116,838

496,027

0



3.

The Board proposal seeking approval, on an advisory basis, of the compensation of the Company’s named executive officers was approved. The voting results were as follows:

21

 

 

 

VOTES FOR

VOTES AGAINST

VOTES ABSTAINED

BROKER NON-VOTES

21,907,284

7,505,488

263,722

19,545,917



4.

The Board proposal seeking approval, on a non-binding advisory basis, of the frequency of executive compensation advisory votes was approved. The voting results were as follows:

21

 

 

 

1 YEAR

2 YEARS

3 YEARS

ABSTAIN

25,033,986

305,353

4,180,813

156,342



2


 

In accordance with these results and its previous recommendation, the Board of Directors determined that future advisory votes on named executive compensation will be held every year until the next required advisory vote on the frequency of stockholder votes on the compensation of named executive officers.

In addition, the Nominating and Governance Committee of the Board of Directors nominated Mr. Knapp to serve as the Audit Committee Chairman for the 2017-2018 year and the Board ratified the change as of the date of the Annual Meeting.

3


 

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.



 

 

 



VAALCO Energy, Inc.



(Registrant)

 

 

 

 

 

 

 Date: June 6, 2017

By:

/s/ Elizabeth D. Prochnow

 



Elizabeth D. Prochnow

Controller and Chief Accounting Officer



 

 

 



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