Form 8-K PENN VIRGINIA CORP For: May 13

 

 

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: May 14, 2015 (May 13, 2015)

(Date of Earliest Event Reported)

 

 

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Virginia		1-13283		23-1184320
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Four Radnor Corporate Center, Suite 200 100 Matsonford Road, Radnor, Pennsylvania		19087
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 687-8900

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 (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))

 

 

 

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Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 17, 2015, the Board approved an amendment to the Company’s Restated Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 128 million to 228 million (the “Amendment”), subject to shareholder approval at the Company’s 2015 Annual Meeting to be held on May 7, 2015 (the “Annual Meeting”). On May 7, 2015, the Annual Meeting was adjourned until May 13, 2015. On May 13, 2015, the shareholders of the Company approved the Amendment. See Item 5.07 below.

A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Annual Meeting was convened on May 7, 2015 and subsequently adjourned and reconvened on May 13, 2015. The following matters were voted upon by the shareholders at the Annual Meeting. Each such matter received the number of votes for or against, as well as the number of abstentions and broker non-votes, set forth below for such matter.

 

(1)

The election of six directors, each to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified:

 

NAME		FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
John U. Clarke			39,240,787				3,418,501				57,652				15,115,334
Edward B. Cloues, II			39,391,701				3,240,569				84,670				15,115,334
Steven W. Krablin			38,976,439				3,656,028				84,473				15,115,334
Marsha R. Perelman			39,189,137				3,469,556				58,247				15,115,334
H. Baird Whitehead			39,398,863				3,276,084				41,993				15,115,334
Gary K. Wright			39,073,675				3,585,728				57,537				15,115,334

 

(2)

The approval of the advisory resolution approving executive compensation:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
38,298,225		4,329,039		89,676		15,115,334

 

(3)

The approval of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.01 per share, from 128 million authorized shares to 228 million authorized shares:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
48,022,056		7,996,440		1,813,778		0

 

1

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(4)

The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
55,502,416		2,261,970		67,888		0

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

3.1

Articles of Amendment of Restated Articles of Incorporation of Penn Virginia Corporation.

 

2

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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.

Date: May 14, 2015

 

 

3

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Exhibit No.		Description
3.1		Articles of Amendment of Restated Articles of Incorporation of Penn Virginia Corporation.

 

4

Exhibit 3.1

ARTICLES OF AMENDMENT

OF

THE RESTATED ARTICLES OF INCORPORATION

OF

PENN VIRGINIA CORPORATION

The undersigned, on behalf of the corporation set forth below, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, states as follows:

 

1.	The name of the corporation is Penn Virginia Corporation.

 

2.	The text of the amendment is as follows:

The first paragraph of Article 6 of the Company’s Restated Articles of Incorporation is amended to read in its entirety as follows:

 

 

3.	The foregoing amendment was adopted on May 13, 2015.

 

4.	The amendment was proposed by the board of directors and submitted to the shareholders in accordance with the provisions of Title 13.1, Chapter 9 of the Code of Virginia and:

 

a.

The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the amendment were:

 

Designation		Number of outstanding shares				Number of votes
Common Stock			71,581,690				71,581,690

 

b.

The total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment was:

 

Voting group		Total votes FOR				Total votes AGAINST
Common Stock			48,022,056				7,996,440

 

c.

The number cast for the amendment by each voting group was sufficient for approval by that voting group.

 

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